Veterinary Practice Transitions and Taxes
Stock Sale. If you are incorporated, sale of the stock in your corporation to the veterinary practice buyer can potentially yield you the greatest tax savings, because the sale of stock is almost exclusively taxed at the lower fixed capital gains rate as compared to the higher, tiered ordinary income rates. However, and this is a BIG however, stock is a non-depreciable asset to the buyer. As such, the veterinary practice buyer is not able to write off the sales price and essentially ends up buying your practice with after-tax dollars. Consequently, a buyer is likely only to agree to buy your stock if you are willing to reduce your purchase price by 30 percent or more. For this reason (and many associated legal and liability complications), almost all veterinary practices are sold as “asset sales.” In other words, the seller retains his/her corporation and all of its stock and instead sells all of the tangible and intangible assets of the corporation (i.e., the veterinary practice). The buyer is then able to depreciate and amortize (write off) the entire purchase price.
Price Allocation. The IRS requires the total price of a veterinary practice for sale to be allocated to the various types of assets being sold and that the allocation be made according to the fair market value of the assets. As a general rule, the tangible assets are taxed as ordinary income above basis, and the intangible assets are taxed as capital gains. (Above basis means the difference between what you are selling the tangible assets for and your book value or depreciated value.) Any consideration for a covenant not to compete will also be taxed as ordinary income. Since fair market value is somewhat subjective, there is some room for negotiating the overall allocation of the purchase price. As a veterinary practice seller, you will save taxes if you can negotiate with a buyer for a lower allocation to tangible assets (equipment, furniture, fixtures, supplies, etc.) and a higher allocation to intangible assets (goodwill and patient records). (Unfortunately, it will benefit the veterinary practice buyer to have just the opposite allocation, so consideration must be given to making the allocation fair to both parties.)
Carry back a note. Sellers frequently ask us, “Won’t I save on taxes if I self-finance part or all of the sales price (i.e., carry back a promissory note from the buyer)?” The answer is, “No, but maybe . . .” As mentioned above, the portion of the price in an asset sale that will be taxed as ordinary income will be due in the year of the sale. That recapture will be taxed regardless of the receipt of any actual cash at closing, which means you owe the ordinary income tax associated with the recapture even if you do not receive a cent at closing. Consequently, if you do not want to have to pay to sell your practice, it would be prudent to ask for enough of a cash down payment to cover the tax liability you will incur from the recapture. Since most of the remainder of the sales price will be taxed as capital gains and since the capital gain tax rate is a fixed rate, the same tax will be applied and the same tax amount owed whether you receive that portion of the price now or paid to you over time; unless . . . there is a change in the capital gains tax rate before the note you are carrying is paid off. If the rates go up, you would be taxed at that higher rate on that income as it comes in. Otherwise, self-financing a portion of the price serves only to defer capital gains tax, but it will not lower the total tax. (Also note that the interest portion of any promissory note payments will be taxed as ordinary income to the holder, while the principal portion subject to capital gains will be taxed at the capital gains rate.)
Sale Timing. As discussed above, the tax associated with recapture over basis on the sale of tangible assets will be determined by your ordinary income tax bracket in the year of the sale. If you are planning to retire after the sale of your practice and, consequently, will have a drop in your ordinary income level, it may behoove you to strategically time the sale of your practice until after the start of the next tax year. Also, if you have owned your veterinary practice for less than one year, you should, if possible, wait at least one full year before selling it since the sale of goodwill within a year of ownership will result in the higher short-term capital gains rate being applied instead of the long-term capital gains rate.
“C” Corporation Consideration. If you are currently incorporated and being taxed as a regular “C” Corporation, the sale of goodwill by your corporation will likely be subject to double taxation, once as capital gains inside your corporation and then again as ordinary income when paid as a distribution to the shareholder(s). There is some case precedence that allows for the shareholder(s) of “C” Corporations in closely held and professional businesses to sell goodwill individually, outside of the corporation, thus avoiding that double taxation. If this applies to you, consult with your CPA and/or tax attorney regarding the details of such a tax strategy and its application to your particular situation.
1031 Exchanges. If you are selling a veterinary practice now and are planning to buy another practice within six months, a 1031 or “Like Kind” Exchange may be a tax deferral strategy to consider. It allows you to defer the taxes associated with recapture over basis you would otherwise incur with the sale of your tangible assets. A 1031 Exchange has very specific and rigid requirements. Consult with your CPA and/or tax attorney regarding the details of such a tax strategy.
Charitable Remainder Trusts. Charitable Remainder Trusts are not subject to capital gains tax. As such, a seller may potentially eliminate capital gains tax on the sale of his goodwill by donating it to a qualified charity. The downside, obviously, is that the seller must donate the goodwill proceeds to that charity. This is another strategy where you would want to receive guidance from your CPA and/or tax attorney.
Merging an Existing Practice
If you already own a practice, have you ever considered buying an existing practice located close to your first practice and merging them together? If you ask most doctors, they will say the best way to build a practice is through taking care of your patients and bringing in new patients via word of mouth and marketing. And, they would be correct. However, acquiring a second practice and merging the two together makes sense in many ways.
First off, have you ever calculated the cost of acquiring a patient via old fashioned word of mouth? It requires a lot of work if you include everything from building your brand, training your staff, maintaining a spotless, high-tech practice, etc., the cost could easily be $1,000 per patient. The cost of acquiring a patient via marketing is even more. Acquiring a practice with existing patients can typically run from $800 per active patient to $1,000 per active patient. Slightly less to maybe equal of acquiring a patient through a normal channel. However, you get a high volume of patients very quickly.
Secondly, you acquire a stream of revenue at a near dollar to dollar relationship. If the selling practice is producing $500,000 per year, you should be able to repeat the $500,000 in revenue by merging the practices together, or worst case, slightly below the $500,000. The good news, is you don’t bring over all of the expenses of the selling practice. You typically can save in a number of ways including reducing staff of the selling practice, utilities are not double as the practices merge to one location, there is only one rent payment (more on that in a minute), only one set of books, so only one payroll service and one bookkeeper and accountant and several other services can be eliminated. So, while getting the majority of the revenue to increase your practice collections, you only get a portion of the expenses. This increases the income of the practice owner – you!
Regarding rent, you may initially have to bite the bullet and take on an additional rent. A perfect scenario is when the seller is month to month on their lease, or a short period left on the lease. But, if there is a longer period of time left on the lease, you can evaluate the location to determine if it can be sub-leased. Another scenario may call to take on the second location for a few years while the lease runs out. This dilutes the savings, but still allows you to increase your collections.
What Owning a Dental Practice is Really Like
Owning a dental practice can be like drinking water from a fire hose. It completely consumes you physically, emotionally and intellectually. You not only wear the hat of a clinical dentist, you have to also play the role of human resources, accountant, marketing, public relations, lease negotiator, salesman, supply management, janitor, referee, etc. Whomever believes there is a 40 hour work week as a practice owner has not owned a dental practice. Yet, all the public ever sees of you are your two eyes above your surgical mask. They don’t see or appreciate your countless hours refereeing staff disputes, negotiating a new lease, fixing a broken chair, or installing a new light. They think you are gone fishing or at your lake house every weekend.
Many of you have recognized the power and need to delegate. You have people you can trust – your knowledgeable service rep now fixes your chair, a skilled plumber who fixes the leaky sink and an expert commercial broker who takes care of your lease. By delegating you have freed up your time, reduced your stress and let the experts use their skills to do what they do best.
When it comes time for your dental transition, you can try doing it yourself, but that’s like giving the patient a sharp dental instrument to clean their own teeth. They don’t have the knowledge, experience or skills to do it right and may end up bleeding in the end. Or, you can entrust your dental transition to the people at OMNI who have the experience, knowledge and track record to help you achieve your goal giving you peace of mind, freedom and more happiness.
What Owning a Veterinary Practice is Really Like
Owning a veterinary practice can be like drinking water from a fire hose. It completely consumes you physically, emotionally, and intellectually. You not only wear the hat of a veterinarian, but you have to also play the role of human resources, accountant, marketing, public relations, lease negotiator, salesman, supply management, janitor, referee, etc. Whoever believes there is a 40 hour work week as a practice owner has not owned a veterinary practice. Yet, all the public ever sees of you are running in and out of the door telling them their furry friend needs treatment. They don’t see or appreciate your countless hours refereeing staff disputes, negotiating a new lease, fixing broken equipment, or installing a new light. They think you are gone fishing or at your lake house every weekend.
Many of you have recognized the power and need to delegate. You have people you can trust – your knowledgeable service rep now fixes your equipment, a skilled plumber who fixes the leaky sink, and an expert commercial broker who takes care of your lease. By delegating you have freed up your time, reduced your stress and let the experts use their skills to do what they do best.
When it comes time for your veterinary transition, you can try doing it yourself, but that’s like giving the patient a sharp veterinary instrument to spay their own pet. They don’t have the knowledge, experience, or skills to do it right and may end up bleeding in the end. Or, you can entrust your veterinary transition to the people at OMNI Veterinary Practice Group who have the experience, knowledge, and track record to help you achieve your goal giving you peace of mind, freedom, and more happiness.
ARE YOU 5 TO 7 YEARS AWAY FROM SELLING YOUR DENTAL PRACTICE?
You have had a great career and now you are thinking about selling and transitioning out of your dental practice. You would like to get the best value for your practice. Do you just walk away? Being prepared can not only help you get the best price, it will help ensure a smooth transition.
Here are a few things you can do to help prepare for your dental practice transition:
1. Know your financial situation – Meet with your financial advisor, CPA, or whoever gives you financial advice to get a good picture of where you are with your savings and investments.
2. Get a practice valuation – A practice valuation will help you see how much equity you have in your practice. Additionally, a CPA can help you figure out what the taxes and net proceeds from your sale will be.
3. Update Technology – Buyer’s like to see new technology in a practice.
4. Cosmetic updates – Have you updated the interior with paint and carpet in the last 20 years? If not, it’s time. Buyers like a practice with a fresh feel to it. A 1970’s feel was good in the 1970’s.
5. Review Accounts Receivable Aging – Collect any past due accounts, send to collections or write them off. Also, review credits to either pay back to the patient or send unclaimed property to the State.
6. Review Staffing – Are you over or understaffed? Adjust accordingly.
7. Clean up your financial statements – Make sure the expenses you’re running through your dental practice financial are related to your practice, or at least identifiable as an adjustment.
8. Consider ramping up production – If you are not sure how, then hire a dental consultant. Ramping up your practice when you’re 3 or more years out will pay dividends on the sales price.
9. Review your fees – Do you have the lowest fees in the area? Consider a fee increase to catch up.
10. Harvest your Equity – Maybe you are a few years away from retirement, but tired of being an owner. You should consider selling now, take the equity out of your dental practice and work back as a dental associate.