An Ownership New Year’s Resolution
By Michael Dinsio, Next Level Consultants
As a buyers’ representative and business coach, I talk to hundreds of doctors a year. Many themes emerge from these conversations, but the one that pains me the most is hearing how dentists delay considering practice ownership early in their career. Many desire ownership and watch as friends become owners with a thought of maybe someday. But, for themselves, they hope and wait till the “perfect” situation presents itself, if it ever does. As we roll into the new year, my hope is that more doctors get off the bench and into the game. The time for ownership is right now. Here is why.
#1 MONEY is Cheap
As once a dental specific banker, I can tell you interest rates have never been lower. With rates as low as sub 4% on 15 year practice loans, the cost of money is cheap for buyers. What does this mean? Lower payments equal more cash flow. Even with practices being priced higher than historical averages, lower payments offset the cost to make the purchase affordable. The lower payments also allow buyers to invest in new equipment, stronger marketing, and consulting services to set them up for success. These types of investments help buyers confidently take the leap into ownership!
#2 The Market is Primed
For over a decade, industry experts have predicted a slowdown of practice sales. Fortunately for the 25,000+ graduating dentists every year, this has not been the case. I predict that in 2020 more dentists will put their practices up for sale than ever before. Here’s why.
First, in 2020 the average age of the baby boomer generation will hit 65 and they become eligible for Normal Retirement Age (NRA) benefits. As their retirement benefits start to roll in, many will consider selling their successful practices.
Secondly, the stock market is at an all-time high. Last month the market hit another peak, as investors focus on the progress of the U.S.-China trade talks. Overall the Federal Reserve is upbeat and continues to keep interest rates low. For those retiring baby boomers, this means they can comfortably retire with the nest egg they have, not feel pressured to keep working.
Lastly, Washington State continues to increase taxes. Although a capital gains tax has been voted down, it continues to be an annual discussion in Olympia. New and expanding taxes are always a threat. Kitsap Daily News reported that, “Washington is one of seven states with no state income tax, and one of nine without a capital gains tax, making it an outlier among West Coast states.” Governor Jay Inslee released a three-year plan that contained a proposed 9 percent tax on certain capital gains over $25,000. Sellers may have dodged a bullet this time, but many owners will consider selling sooner to avoid the looming threat of higher taxes.
#3 TIME is valuable
It’s not a secret that small investments over the long term will yield more than large investments over the short term. In short, time is on your side. Working as an associate definitely has some benefits. The corporates make sure of that. With that said, the ownership opportunity dentists have in front of them is difficult to quantify. Just like a mutual fund or a piece of property, dental offices have real value. When my clients choose ownership, they are not only benefiting paycheck to paycheck, but they are also building real value in an asset to sell in the future.
I recently had coffee with a dentist and an old friend. In 2012, when I first met her, she was considering buying an office. I remember the first practice she looked at: it was in a desirable location, the equipment was in good shape and the financials were average. Despite my recommendation to buy, she ultimately passed on the opportunity.
When we sat down, she was so excited to tell me that she just received news of an accepted letter of intent to purchase her first practice. While I’m excited for her, the delay of 8 years got me thinking. If she had purchased in 2012, by now her initial loan would have likely been paid off and her business would most likely have surpassed a million in revenue. Eight years of lost income and equity over trying to find “the perfect practice.”
As a New Year’s Resolution, resolve to take your career into your own hands. The average associate struggles to make ends meet juggling two to three associate positions. For all that hard work, their income ranges anywhere from $120,000 to $150,000 per year and they have less than $25,000 dollars in savings. Yes, becoming an owner is daunting, but the statistics speak for themselves. Default rates remain lower than ever in this industry. The money is right, the market is primed, and time is ticking.
Make the decision in 2020 and invest in yourself!
Read MoreBe an Educated Dental Practice Buyer
I meet over 150 dentists each year who are looking to buy an existing dental practice. Of those, I would estimate that 30% haven’t done any research on what is involved in buying a practice. Of that 30 %, none of them know the beginning-to-end process of buying a dental practice. While I can’t cover all the steps in this article, I can give you some guidance on where to start and what steps to take before buying a practice.
The very first recommendation I have is that you should be at least 2 years out of school. I have seen dentists buy a practice right out of school, but I’ve seen the majority of them struggle for two years until they finally figured things out.
Now that I’ve got that out of the way, here are your steps:
- Contact a bank that finances dental practice acquisitions and make sure you can qualify for a good loan. The days of just having a D.D.S., or D.M.D. and being qualified are gone. Banks now require decent credit scores, cash in the bank, and in some cases, a current associateship. Try to avoid SBA loans if you can as they can be expensive with early payment penalties.
- The next step is to understand a little bit about dental practice valuations. You don’t want to go into a sale not knowing if the practice is worth the price listed or not. A “rule of thumb” is that a practice is typically worth between 65% and 75% of its’ last 12 months production. Remember – that’s a rule of thumb. I’ve seen practices go for as high as 110% of production and as low as 50% of production. For a book on Dental Practice Valuations, contact me and I’ll send it to you.
- Think about where you want to practice. You’re probably going to be there a while, so you might as well like the area. Also, research demographics. There are excellent demographic sites that sell great dental demographic information for about $500. This will tell you where the best locations are to practice.
- Put together a good team. Get referrals for a good dental attorney, a good broker, and a good accountant. They’ll help you analyze the dental practice, do the legal work, and help you find a practice.
- Study up on practice management and dental financial ratios. You should know that lab fees should not be any higher than 10% of the practice production, or that staff expense should be 20% to 25% of production. Be an informed buyer.
- Be prepared for your due diligence. You need to know what to look for when you do get to the point of buying a dental practice. Is it an older dentist selling that hasn’t done much treatment in the last 5 years (buyer beware)? Or, is it a conveyor belt dentist that has done every speck of dentistry, and then some, on all the patients, so there’s none left for you? Know how to spot these things.
- Finally, spend some time with a dental broker before you go look at the practice. Understand what the practice you are looking at is all about. Does the broker honestly think it’s a good practice? Why? Once you’re comfortable with the numbers, then go look at the practice.
By being an informed buyer, you will avoid a lot of headaches and potential problems down the road. There are practices that are gold mines and practices that you should not touch. Being educated and knowing the difference is critical in your dental practice acquisition success.
Read MoreThey’re Heeeere…
These DSOs are groups who are looking to consolidate the dental industry similar to what has been going on with pharmacies, surgery centers, and hospital systems for many years. In fact, as a side note, two-thirds of pharmacy revenues come from corporate-owned pharmacies. The DSOs, especially the large ones, are backed by private equity money looking for good returns on their money. Smaller group practices are typically backed by local or national banks. The private equity groups like the dental market as there are good margins in owning a dental practice. I’ve heard they can typically get a return of 15% to 20% after paying an associate salary and all other overhead. They don’t require financing, so they don’t have the debt service payments that individuals may have. They often consolidate the “back-office” functions – Human Resources, accounting, and billing to save money. They also can negotiate better insurance reimbursements and dental supply prices than the solo practitioner. For staff, they can offer decent benefits packages as a result of economies of scale. However, they may not pay staff wages as well as solo offices. The larger groups range from 30 practices under ownership up to several hundred locations with groups like Heartland Dental.
What are they looking for when they acquire a dental practice? Many of them claim they will pay a premium for a practice. I’ve been working as a practice broker for almost 15 years, and I’ve never seen a group, DSO, or Private Equity investor purchase a practice for an above market price. Most have purchased practices at market, or even slightly below. They like larger practices doing at least $800,000 and up. That doesn’t mean they won’t buy smaller practices, but the larger ones are more appealing. They like to acquire smaller practices in the area where they already have a larger practice so they can consolidate the smaller practice into the larger practice. Most of them want the selling doctor to stay on and work in the practice. Many of them want the seller to stay for up to 3 years. Most will negotiate down to 2 years. They usually do not give you your entire purchase price upfront. They’ll give you 80% of the purchase price at closing, you will have to wait for the other 20% to be paid out upon certain conditions being met. Those conditions include serving your agreed-upon employment term, the practice production staying at where it was before or even growing, and other conditions may be possible such as hiring an associate, managing the practice, etc. If you don’t meet your conditions, the DSO may pay none or only a part of the last 20% of the purchase price. And, if after a few months you decide that working as an employee for the group isn’t what you thought it would be, or you decide to move out of the area for health reasons, or for some other reason you decide to leave the practice and not meet your term, then too bad for you. You forfeit the 20% that the DSO owes you.
The small groups, DSOs, etc., will also tell you that they prefer you not get someone to represent you. That includes an attorney, a consultant or a practice broker. They want to use their experience, their sales tactics and their gaggle of attorneys to negotiate a great deal, FOR THEM! Yes, they’re not looking out for your best interest. They could care less if most of your retirement nest egg is in your practice. They care about building their market share so that they can make as much money for their investors as possible.
My advice if you have received a letter in the mail from a DSO or small group is to don’t go it alone! You’ve been a dentist for quite a few years for crying out loud and haven’t negotiated a multi-million-dollar deal, dealt with aggressive attorneys or a large corporation. Whether you use a broker, attorney or consultant, get someone on your team to represent you. Our group at Omni has negotiated many deals ranging from $500,000 to $7 million and up. This is what we do and have expertise. Feel free to call us anytime to discuss your transition, an offer you received, or anything else where we can provide knowledge. We’re always glad to help.
*Footnote: “Dental Service Organizations – The What and Why of DSOs – Part 1 of 6” Posted on May 13, 2019 by Sara K. Stock. www.stocklegal.com/blog/dental-service-organizations-the-what-and-why-of-dsos
Value vs. Price – Choose Wisely
Price is the consideration (cash, note, barter, etc.) paid to a seller to acquire an asset. Sellers receive price. Value is the benefit received by the buyer from the use and ownership of the acquired asset. Buyers receive value.
I illustrate this point by asking buyers to consider four similar practices:
Practice A grosses $400,000 and is priced at $275,000. All too frequently, buyers zero in on price as the primary practice purchase issue while ignoring the issue of value. However, buyers stand to benefit much more by receiving high value than by paying a low price, since the primary practice value is the net income the buyer takes home from the purchased practice. I ask buyers if this is a good deal. Most buyers admit they do not know.
Then, we look at Practice B, which grosses $400,000, of which the hygienist produces $100,000 and the seller produces $300,000. After paying all the overhead expenses and all of the purchase payments, the buyer will have a net income of $140,000. Without even knowing the price, most buyers believe that Practice B is a good opportunity. Knowing the price and gross alone does not make for a well-informed decision. Knowing the cash-flow derived value, or net income, received in return for work performed by the buyer, does allow for a well-informed decision.
Consider Practice C, which grosses $400,000 and is priced at $300,000. After paying all of the practice-overhead expenses and all of the purchase payments, the buyer will receive value, or net income, of $150,000. Now examine Practice D, which is very similar to Practice C. It also grosses $400,000 but is priced at $250,000. After paying all the practice-overhead expenses and purchase payments, the buyer will receive value, or net income, of only $125,000.
This comparison shows that it is possible to pay a higher price for a practice and still receive more value, or net income. Differences in fixed expenses, such as rental cost, can cause such differences. Which practice would you choose?
While we do not suggest overpaying for any practice, we do point out the old saying, “You get what you pay for.” Since “what you pay for” is net income in the case of dental practices, higher-priced practices generally will yield higher net incomes, even after making the payments. In the case of purchasing a practice, it often is safer to pay slightly too much than too little.
We strongly suggest that if you are considering buying a practice and are seeking professional advice on price, be sure that you also receive a practice cash-flow analysis to learn all of the important facts — especially the answers about practice value, the net income you will earn.
Analyzing a Lease in a Practice Acquisition
When you get a copy of the lease, you or your advisor should contact the landlord. Be sure the seller has informed the landlord that they are selling the practice first. If there is a short time left on the lease, the landlord may be willing to do an extension on the lease. You can put conditions on the extension that can include getting a tenant improvement credit to cover new paint, carpet, etc., free rent for a few months, lower rent, etc., I’ve even had a situation where the landlord loaned money to the tenant to completely remodel the practice.
Remember that everything is negotiable. Don’t automatically assume the lease is set and you cannot change anything. At the same time, know how to negotiate. If you go for a home run right off the bat, you may turn the landlord off and they won’t be willing to negotiate.
If you’re working with a broker, it’s best to let them handle the negotiating. They’re the experts and can save you thousands if done right.
If you are coming to the Pacific Northwest Dental Conference, stop by booth 604 and talk to Steve if you have more questions about this. You can also email him at steve@omni-pg.com. If you’re in Oregon, email Megan at megan@omni-pg.com.