Buying a Practice

When you get a copy of the lease, you or your advisor should contact the landlord or property manager.  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 off the landlord 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.

1. Have good clinical skills.  Be sure you have the clinical skills to produce the same or more production than the average veterinarian.  In other words, don’t buy a practice right out of veterinary school when it takes you four hours to do spay or neuter a dog.   It can take up to 5 years to learn the clinical and management skills to run a practice.
2. Buy existing or Startup new.  Decide if you want to start up a new practice, or buy an existing practice.  We recommend start by looking for an existing practice in the area you’d like to practice.  If after a period of time you cannot find a practice and the numbers make sense in your location of choice, analyze doing a startup.  Cash flow is king in veterinary practice financing and in paying your student loans, so look for an existing practice first and then look at doing a startup.
3. Veterinary Professional Team.  Get professional help from professionals that specialize in the veterinary field.  This includes your attorney, CPA, Banker and Broker.  Just like you don’t want your plumber doing your colonoscopy, you don’t want a bankruptcy attorney helping you with your veterinary practice purchase and sale agreement.
4. Educate yourself on buying a practice.  Know how to read a financial statement, practice management reports, lease terms, etc.,  There is a lot of information online, in the Veterinary Forums and other areas where you can get this for free.  Your professionals that you will be working with can also help educate you.
5. Find your practice.  Use the brokers in the area as well as state and local association contacts to find a practice of your choice.
6. Stop looking for the Unicorn!  Neither a unicorn nor a perfect practice exists.  Don’t cross a practice off a list because the carpet is green and you wanted brown.  Or, everything else in the practice looks good, but the staff is overpaid.  You can’t glue a pointy horn on a horse and call it a unicorn.  But, you can change the carpet, paint the walls, reduce staff pay, add endo to the practice, etc.  You will be in the practice for a long time, so don’t poo-poo the practice because of a change that the practice can handle.
7. Gather practice documents.  At a minimum, you want the following:
   1. 3 years tax returns
   2. 3 years profit and loss statement
   3. 3 years production by procedures and production by provider report
   4. Copy of the current lease and any amendments
   5. Practice statistics report showing patient demographics and other information
   6. Aging balance
   7. List of Staff salaries and benefits
   8. Any associate agreements
   9. List of any vendor contracts
   10. List of equipment
   11. Fee Schedule
8. Consider your offer.  So you like most everything about the practice and you want to make an offer.  You can work with your professional veterinary broker, or consultant and put together an offer.  You’ll want to analyze the purchase price.  If you’ve educated yourself, you can do this on your own.  If not, you can use a veterinary professional broker, CPA or consultant to help you put the offer together.  The offer is in the form of a Letter of Intent.
9. Get a Loan.  Banks love veterinarians.  The failure rate is less than .0125%.  Being a successful veterinarian is like finding a coffee shop in Seattle.  It’s pretty hard to miss.  Ask your broker, attorney, consultant, etc., for a referral to a lender.   Use someone reputable who does veterinary practice financing.  Do not use Suzie Q or Jonny Public the local commercial banker.  She will treat it like any other commercial transaction and try to run it through the SBA ending poorly with high fees.
10. Completing Due Diligence.  After you have agreed to a purchase price and both parties have signed a letter of intent, you will want to schedule due diligence in the office.  Prepare ahead of time for due diligence.  Know which reports you want to run and what the plan is for the due diligence.  You’ll want to truly see what the active patient count is.  You will want to review charts.  You will want to take a closer look at the equipment.  I would also suggest seeing if the seller is available for lunch, or to at least come into the office after due diligence.  This will help you get all of your questions answered by the doctor himself/herself.
11. Preparing to Transition.  The real work begins here as far as the transition goes.  There are somewhere between 50 to 70 items to get done prior to the closing of the sale.   We have a checklist if you’d like to see it.  This includes everything from setting up a legal entity to getting insurance credentials to ordering a credit card terminal.
12. Staff.  All through the process, the staff is hopefully unaware there is a sale going on.  The meetings and due diligence have happened in the dark of night, or on weekends all while wearing camouflage.   Kidding about the camouflage.  The reason the staff is not informed of the sale is there is a potential they may leave.  Part of the goodwill of the practice is staff.  If they all leave, there may be a potential loss of goodwill.  We recommend the seller tell the staff when there is a 99% certainty the transaction will go through to closing.  Sometimes that may mean a month before closing and other times it may mean the day of closing.  Every transaction, every staff, and every veterinarian is different.  It’s a gut feeling we get from experience.  Consult with your professional.
13. Closing the Sale.  Awe, the day is finally here.  It’s similar to any major purchase such as a house.  Some transactions require an escrow company or attorney to handle the closing.  Others can be done by a broker.  You will sign the purchase and sale agreement, bill of sale, closing certificate, loan documents and other agreements.  It’s a pretty painless process.
14. Notifying Patients.  As with staff, patients are not notified until the contracts are signed and the money is in the bank.  We don’t notify patients as they may leave the practice just as staff may leave.  There is a patient letter that is worked and agreed on between the seller and buyer.  The cost is typically split 50/50 between the buyer and seller.
15. Post Sale.  If the practice is running well, do not make any major changes for 6 to 12 months.  The more changes make the staff and patients uncomfortable.  Go in keeping things business as usual.  Of course, if there is an ugly orange shag carpet with teal painted walls, by all means, bring the décor up to date.  Also, if the practice is on a downward trend, you may need to make major changes including letting a staff member or two go, adding procedures, etc.  You need to make sure it will be successful and again, your veterinary professional advisors can help you.

Following these steps will make your acquisition of a practice a smooth process and not be a pain in the end (get it?).  Because you want to step into your new practice with a smile on your face on your first day and not looking like you just had a colonoscopy.

If you’re in it because you love being a veterinarian and love helping patients and not necessarily in it to make the big bucks, you can really practice almost anywhere. A lot of buyers seem to want the downtown metropolitan practice thinking it’s a great place to practice since there are so many potential patients and you can live the urban lifestyle.  We’ve helped doctors who absolutely wanted to be in a metropolitan area, even though the demographics made no sense whatsoever, who then started a practice and did quite well.  One doctor that we helped always dreamed of owning a practice in a particular city.  He went for it and is successful.  And we have seen others want a practice in a certain area, and although the numbers didn’t make sense, they did it anyway and were successful.

Some of you are buying a practice because you want to make a lot of money, in which case, further analysis and discussion is needed. The failure rate for veterinarians is somewhere around .015%.  If you’re buying an existing practice and the practice already has good cash flow that you’ve identified, you can purchase the practice and have success almost no matter where it is. If it’s a poor performing practice, you would need to examine if the poor performance is because of the location, the management, or something else.  If you want to buy an existing practice and are looking for an opportunity to grow and have lower overhead, I would suggest looking outside of the metropolitan areas.  Those areas have less competition, wages and rent are lower and it’s easier to grow those practices.  And if you are considering doing a startup practice, the same rules apply.  Look for a location with good demographics outside of metropolitan areas.  Of course, if you absolutely want to be in a metropolitan area, don’t be afraid to go for it.  Just look closely at the numbers and hire a good veterinarian practice or real estate broker to help you out. 

One of the advantages of working with Omni is we have both practice brokers and real estate brokers to help you traverse the ownership trail in any way we can.  Just give us a call at 877-866-6053 or email info@omnipg-vet.com and we’ll be happy to help get you started.

The same goes for buying a practice.  The practice you buy does not have to be perfect and the last practice you buy.   You buy a practice that fits your needs at your current time in your life.  You put sweat equity and hard work into the practice to make it profitable.  You do a bit of remodeling to make it fit your personality and style.  You work in the practice building equity and you hone your skills as a practice owner and a business manager.  In the end, timing is not as important as you think.  I know many doctors who bought their first practice when interest rates were 15%.  Also, keep in mind that practice owners earn 20% more than associates who are employees.  (Read Rich Dad, Poor Dad if you want to understand why you should own and not be an employee).

The moral of the story is if you feel you might be ready but are not quite sure, you’re ready.  Interest rates continue to be low.  The economy is doing well.  There are great resources that can help you own and run a practice.  If you would like to discuss whether or not you are ready to own, feel free to reach out to any of us at Omni to discuss your individual situation. Send us an email or give us a call at 877-866-6053 today!