How to Get the Most Out of Your Dental Practice Transition

man examining dentures

Recently, Professional Transition Strategies Founder and President Kyle Francis sat down with Dr. Victoria Peterson for her “Investment Grade Practices” podcast to talk shop. They laid out the reasons for understanding your options when it comes to getting the most out of your dental practice transition. Here, we outline the highlights from their conversation.

What’s the right way of doing a transition?

“Options are key,” Francis said, noting dentists should understand those options sooner rather than later. “It’s a simple but effective concept: begin with the end in mind.” Whether it’s bringing on a partner or affiliating with a dental service organization (DSO), it’s always better to have time on your side. The best way to do this is to start with a practice appraisal so the selling dentist can understand what’s the right way to move forward. Rather than thinking of it like a real estate–based transaction in which the seller finds a buyer that will offer the best price, you’ll be able to pick the best option for you, your patients and staff.

How do I get multiple offers?

Private equity in the industry opens up all new avenues to a seller, from selling to one of the more than 350 DSOs currently out there to entering a joint venture. Maybe it’s the competition that’s driving you to grow faster than what you can handle. No matter the situation, if you put your practice out there to all the different groups and individuals, there will be a bidding process. “You’re not going to get top dollar if you only consider one seller,” Francis said, adding with multiple offers, your purchase price will be leveraged up to the market price it deserves. 

What can a selling dentist do to prepare for a transition?

If you started your practice from scratch or bought an existing business, eventually, you will have to transition the ownership when you’re ready to retire or release managerial responsibilities. Francis pointed to “founder’s syndrome” in which a business owner can get tied up in the emotions of selling their dental practice, which is why hiring a dental practice broker makes financial and emotional sense. Deciding whether you want to work three, five or 10 years then working backward will help evaluate which transition options will be available to you, as well as what improvements need to be made to your practice in order to get it market ready. 

What about this consolidation wave?

“Fifteen years ago, dentists didn’t have the option to consolidate,” Francis said. “Fifteen years from now, the industry will be consolidated and not have this option … since we’re at 30% consolidated now. After that, it won’t be as dramatic of an exit.” Thinking in terms of risk and reward, a dental practice typically sees growth and provides a return on investment, but you’re still betting on one company and need to weigh the options of diversifying, which is easier to do now that you don’t need to be tied to an investor geographically. Rather than being on the same equity platform, sellers are able to align with buyers that support the same company culture

What’s next?

Contact the experts at Professional Transition Strategies to learn what transition options are available to you.

How to Remain Profitable in Your Dental Practice

man examining dentures

Recently, Professional Transition Strategies Founder and President Kyle Francis sat down with Dr. Victoria Peterson for her “Investment Grade Practices” podcast to talk shop. They laid out the reasons for understanding your options when it comes to getting the most out of your dental practice transition. Here, we outline the highlights from their conversation.

What’s the right way of doing a transition?

“Options are key,” Francis said, noting dentists should understand those options sooner rather than later. “It’s a simple but effective concept: begin with the end in mind.” Whether it’s bringing on a partner or affiliating with a dental service organization (DSO), it’s always better to have time on your side. The best way to do this is to start with a practice appraisal so the selling dentist can understand what’s the right way to move forward. Rather than thinking of it like a real estate–based transaction in which the seller finds a buyer that will offer the best price, you’ll be able to pick the best option for you, your patients and staff.

How do I get multiple offers?

Private equity in the industry opens up all new avenues to a seller, from selling to one of the more than 350 DSOs currently out there to entering a joint venture. Maybe it’s the competition that’s driving you to grow faster than what you can handle. No matter the situation, if you put your practice out there to all the different groups and individuals, there will be a bidding process. “You’re not going to get top dollar if you only consider one seller,” Francis said, adding with multiple offers, your purchase price will be leveraged up to the market price it deserves. 

What can a selling dentist do to prepare for a transition?

If you started your practice from scratch or bought an existing business, eventually, you will have to transition the ownership when you’re ready to retire or release managerial responsibilities. Francis pointed to “founder’s syndrome” in which a business owner can get tied up in the emotions of selling their dental practice, which is why hiring a dental practice broker makes financial and emotional sense. Deciding whether you want to work three, five or 10 years then working backward will help evaluate which transition options will be available to you, as well as what improvements need to be made to your practice in order to get it market ready. 

What about this consolidation wave?

“Fifteen years ago, dentists didn’t have the option to consolidate,” Francis said. “Fifteen years from now, the industry will be consolidated and not have this option … since we’re at 30% consolidated now. After that, it won’t be as dramatic of an exit.” Thinking in terms of risk and reward, a dental practice typically sees growth and provides a return on investment, but you’re still betting on one company and need to weigh the options of diversifying, which is easier to do now that you don’t need to be tied to an investor geographically. Rather than being on the same equity platform, sellers are able to align with buyers that support the same company culture

What’s next?

Contact the experts at Professional Transition Strategies to learn what transition options are available to you.

How to Prepare for the Breakup of a Dental Practice Partnership

man examining dentures

Recently, Professional Transition Strategies Founder and President Kyle Francis sat down with Dr. Victoria Peterson for her “Investment Grade Practices” podcast to talk shop. They laid out the reasons for understanding your options when it comes to getting the most out of your dental practice transition. Here, we outline the highlights from their conversation.

What’s the right way of doing a transition?

“Options are key,” Francis said, noting dentists should understand those options sooner rather than later. “It’s a simple but effective concept: begin with the end in mind.” Whether it’s bringing on a partner or affiliating with a dental service organization (DSO), it’s always better to have time on your side. The best way to do this is to start with a practice appraisal so the selling dentist can understand what’s the right way to move forward. Rather than thinking of it like a real estate–based transaction in which the seller finds a buyer that will offer the best price, you’ll be able to pick the best option for you, your patients and staff.

How do I get multiple offers?

Private equity in the industry opens up all new avenues to a seller, from selling to one of the more than 350 DSOs currently out there to entering a joint venture. Maybe it’s the competition that’s driving you to grow faster than what you can handle. No matter the situation, if you put your practice out there to all the different groups and individuals, there will be a bidding process. “You’re not going to get top dollar if you only consider one seller,” Francis said, adding with multiple offers, your purchase price will be leveraged up to the market price it deserves. 

What can a selling dentist do to prepare for a transition?

If you started your practice from scratch or bought an existing business, eventually, you will have to transition the ownership when you’re ready to retire or release managerial responsibilities. Francis pointed to “founder’s syndrome” in which a business owner can get tied up in the emotions of selling their dental practice, which is why hiring a dental practice broker makes financial and emotional sense. Deciding whether you want to work three, five or 10 years then working backward will help evaluate which transition options will be available to you, as well as what improvements need to be made to your practice in order to get it market ready. 

What about this consolidation wave?

“Fifteen years ago, dentists didn’t have the option to consolidate,” Francis said. “Fifteen years from now, the industry will be consolidated and not have this option … since we’re at 30% consolidated now. After that, it won’t be as dramatic of an exit.” Thinking in terms of risk and reward, a dental practice typically sees growth and provides a return on investment, but you’re still betting on one company and need to weigh the options of diversifying, which is easier to do now that you don’t need to be tied to an investor geographically. Rather than being on the same equity platform, sellers are able to align with buyers that support the same company culture

What’s next?

Contact the experts at Professional Transition Strategies to learn what transition options are available to you.

Why It’s Important to Give Back to the Dental Community

man examining dentures

Recently, Professional Transition Strategies Founder and President Kyle Francis sat down with Dr. Victoria Peterson for her “Investment Grade Practices” podcast to talk shop. They laid out the reasons for understanding your options when it comes to getting the most out of your dental practice transition. Here, we outline the highlights from their conversation.

What’s the right way of doing a transition?

“Options are key,” Francis said, noting dentists should understand those options sooner rather than later. “It’s a simple but effective concept: begin with the end in mind.” Whether it’s bringing on a partner or affiliating with a dental service organization (DSO), it’s always better to have time on your side. The best way to do this is to start with a practice appraisal so the selling dentist can understand what’s the right way to move forward. Rather than thinking of it like a real estate–based transaction in which the seller finds a buyer that will offer the best price, you’ll be able to pick the best option for you, your patients and staff.

How do I get multiple offers?

Private equity in the industry opens up all new avenues to a seller, from selling to one of the more than 350 DSOs currently out there to entering a joint venture. Maybe it’s the competition that’s driving you to grow faster than what you can handle. No matter the situation, if you put your practice out there to all the different groups and individuals, there will be a bidding process. “You’re not going to get top dollar if you only consider one seller,” Francis said, adding with multiple offers, your purchase price will be leveraged up to the market price it deserves. 

What can a selling dentist do to prepare for a transition?

If you started your practice from scratch or bought an existing business, eventually, you will have to transition the ownership when you’re ready to retire or release managerial responsibilities. Francis pointed to “founder’s syndrome” in which a business owner can get tied up in the emotions of selling their dental practice, which is why hiring a dental practice broker makes financial and emotional sense. Deciding whether you want to work three, five or 10 years then working backward will help evaluate which transition options will be available to you, as well as what improvements need to be made to your practice in order to get it market ready. 

What about this consolidation wave?

“Fifteen years ago, dentists didn’t have the option to consolidate,” Francis said. “Fifteen years from now, the industry will be consolidated and not have this option … since we’re at 30% consolidated now. After that, it won’t be as dramatic of an exit.” Thinking in terms of risk and reward, a dental practice typically sees growth and provides a return on investment, but you’re still betting on one company and need to weigh the options of diversifying, which is easier to do now that you don’t need to be tied to an investor geographically. Rather than being on the same equity platform, sellers are able to align with buyers that support the same company culture

What’s next?

Contact the experts at Professional Transition Strategies to learn what transition options are available to you.

3 Things You Should Know Before Affiliating With a DSO

man examining dentures

Recently, Professional Transition Strategies Founder and President Kyle Francis sat down with Dr. Victoria Peterson for her “Investment Grade Practices” podcast to talk shop. They laid out the reasons for understanding your options when it comes to getting the most out of your dental practice transition. Here, we outline the highlights from their conversation.

What’s the right way of doing a transition?

“Options are key,” Francis said, noting dentists should understand those options sooner rather than later. “It’s a simple but effective concept: begin with the end in mind.” Whether it’s bringing on a partner or affiliating with a dental service organization (DSO), it’s always better to have time on your side. The best way to do this is to start with a practice appraisal so the selling dentist can understand what’s the right way to move forward. Rather than thinking of it like a real estate–based transaction in which the seller finds a buyer that will offer the best price, you’ll be able to pick the best option for you, your patients and staff.

How do I get multiple offers?

Private equity in the industry opens up all new avenues to a seller, from selling to one of the more than 350 DSOs currently out there to entering a joint venture. Maybe it’s the competition that’s driving you to grow faster than what you can handle. No matter the situation, if you put your practice out there to all the different groups and individuals, there will be a bidding process. “You’re not going to get top dollar if you only consider one seller,” Francis said, adding with multiple offers, your purchase price will be leveraged up to the market price it deserves. 

What can a selling dentist do to prepare for a transition?

If you started your practice from scratch or bought an existing business, eventually, you will have to transition the ownership when you’re ready to retire or release managerial responsibilities. Francis pointed to “founder’s syndrome” in which a business owner can get tied up in the emotions of selling their dental practice, which is why hiring a dental practice broker makes financial and emotional sense. Deciding whether you want to work three, five or 10 years then working backward will help evaluate which transition options will be available to you, as well as what improvements need to be made to your practice in order to get it market ready. 

What about this consolidation wave?

“Fifteen years ago, dentists didn’t have the option to consolidate,” Francis said. “Fifteen years from now, the industry will be consolidated and not have this option … since we’re at 30% consolidated now. After that, it won’t be as dramatic of an exit.” Thinking in terms of risk and reward, a dental practice typically sees growth and provides a return on investment, but you’re still betting on one company and need to weigh the options of diversifying, which is easier to do now that you don’t need to be tied to an investor geographically. Rather than being on the same equity platform, sellers are able to align with buyers that support the same company culture

What’s next?

Contact the experts at Professional Transition Strategies to learn what transition options are available to you.

5 Reasons to Sell Your Dental Practice to a DSO

man examining dentures

Recently, Professional Transition Strategies Founder and President Kyle Francis sat down with Dr. Victoria Peterson for her “Investment Grade Practices” podcast to talk shop. They laid out the reasons for understanding your options when it comes to getting the most out of your dental practice transition. Here, we outline the highlights from their conversation.

What’s the right way of doing a transition?

“Options are key,” Francis said, noting dentists should understand those options sooner rather than later. “It’s a simple but effective concept: begin with the end in mind.” Whether it’s bringing on a partner or affiliating with a dental service organization (DSO), it’s always better to have time on your side. The best way to do this is to start with a practice appraisal so the selling dentist can understand what’s the right way to move forward. Rather than thinking of it like a real estate–based transaction in which the seller finds a buyer that will offer the best price, you’ll be able to pick the best option for you, your patients and staff.

How do I get multiple offers?

Private equity in the industry opens up all new avenues to a seller, from selling to one of the more than 350 DSOs currently out there to entering a joint venture. Maybe it’s the competition that’s driving you to grow faster than what you can handle. No matter the situation, if you put your practice out there to all the different groups and individuals, there will be a bidding process. “You’re not going to get top dollar if you only consider one seller,” Francis said, adding with multiple offers, your purchase price will be leveraged up to the market price it deserves. 

What can a selling dentist do to prepare for a transition?

If you started your practice from scratch or bought an existing business, eventually, you will have to transition the ownership when you’re ready to retire or release managerial responsibilities. Francis pointed to “founder’s syndrome” in which a business owner can get tied up in the emotions of selling their dental practice, which is why hiring a dental practice broker makes financial and emotional sense. Deciding whether you want to work three, five or 10 years then working backward will help evaluate which transition options will be available to you, as well as what improvements need to be made to your practice in order to get it market ready. 

What about this consolidation wave?

“Fifteen years ago, dentists didn’t have the option to consolidate,” Francis said. “Fifteen years from now, the industry will be consolidated and not have this option … since we’re at 30% consolidated now. After that, it won’t be as dramatic of an exit.” Thinking in terms of risk and reward, a dental practice typically sees growth and provides a return on investment, but you’re still betting on one company and need to weigh the options of diversifying, which is easier to do now that you don’t need to be tied to an investor geographically. Rather than being on the same equity platform, sellers are able to align with buyers that support the same company culture

What’s next?

Contact the experts at Professional Transition Strategies to learn what transition options are available to you.

Why PTS Supports “Kids In Need of Dentistry”

man examining dentures

Recently, Professional Transition Strategies Founder and President Kyle Francis sat down with Dr. Victoria Peterson for her “Investment Grade Practices” podcast to talk shop. They laid out the reasons for understanding your options when it comes to getting the most out of your dental practice transition. Here, we outline the highlights from their conversation.

What’s the right way of doing a transition?

“Options are key,” Francis said, noting dentists should understand those options sooner rather than later. “It’s a simple but effective concept: begin with the end in mind.” Whether it’s bringing on a partner or affiliating with a dental service organization (DSO), it’s always better to have time on your side. The best way to do this is to start with a practice appraisal so the selling dentist can understand what’s the right way to move forward. Rather than thinking of it like a real estate–based transaction in which the seller finds a buyer that will offer the best price, you’ll be able to pick the best option for you, your patients and staff.

How do I get multiple offers?

Private equity in the industry opens up all new avenues to a seller, from selling to one of the more than 350 DSOs currently out there to entering a joint venture. Maybe it’s the competition that’s driving you to grow faster than what you can handle. No matter the situation, if you put your practice out there to all the different groups and individuals, there will be a bidding process. “You’re not going to get top dollar if you only consider one seller,” Francis said, adding with multiple offers, your purchase price will be leveraged up to the market price it deserves. 

What can a selling dentist do to prepare for a transition?

If you started your practice from scratch or bought an existing business, eventually, you will have to transition the ownership when you’re ready to retire or release managerial responsibilities. Francis pointed to “founder’s syndrome” in which a business owner can get tied up in the emotions of selling their dental practice, which is why hiring a dental practice broker makes financial and emotional sense. Deciding whether you want to work three, five or 10 years then working backward will help evaluate which transition options will be available to you, as well as what improvements need to be made to your practice in order to get it market ready. 

What about this consolidation wave?

“Fifteen years ago, dentists didn’t have the option to consolidate,” Francis said. “Fifteen years from now, the industry will be consolidated and not have this option … since we’re at 30% consolidated now. After that, it won’t be as dramatic of an exit.” Thinking in terms of risk and reward, a dental practice typically sees growth and provides a return on investment, but you’re still betting on one company and need to weigh the options of diversifying, which is easier to do now that you don’t need to be tied to an investor geographically. Rather than being on the same equity platform, sellers are able to align with buyers that support the same company culture

What’s next?

Contact the experts at Professional Transition Strategies to learn what transition options are available to you.

What You Need to Know About the DSO Consolidation Trend

man examining dentures

Recently, Professional Transition Strategies Founder and President Kyle Francis sat down with Dr. Victoria Peterson for her “Investment Grade Practices” podcast to talk shop. They laid out the reasons for understanding your options when it comes to getting the most out of your dental practice transition. Here, we outline the highlights from their conversation.

What’s the right way of doing a transition?

“Options are key,” Francis said, noting dentists should understand those options sooner rather than later. “It’s a simple but effective concept: begin with the end in mind.” Whether it’s bringing on a partner or affiliating with a dental service organization (DSO), it’s always better to have time on your side. The best way to do this is to start with a practice appraisal so the selling dentist can understand what’s the right way to move forward. Rather than thinking of it like a real estate–based transaction in which the seller finds a buyer that will offer the best price, you’ll be able to pick the best option for you, your patients and staff.

How do I get multiple offers?

Private equity in the industry opens up all new avenues to a seller, from selling to one of the more than 350 DSOs currently out there to entering a joint venture. Maybe it’s the competition that’s driving you to grow faster than what you can handle. No matter the situation, if you put your practice out there to all the different groups and individuals, there will be a bidding process. “You’re not going to get top dollar if you only consider one seller,” Francis said, adding with multiple offers, your purchase price will be leveraged up to the market price it deserves. 

What can a selling dentist do to prepare for a transition?

If you started your practice from scratch or bought an existing business, eventually, you will have to transition the ownership when you’re ready to retire or release managerial responsibilities. Francis pointed to “founder’s syndrome” in which a business owner can get tied up in the emotions of selling their dental practice, which is why hiring a dental practice broker makes financial and emotional sense. Deciding whether you want to work three, five or 10 years then working backward will help evaluate which transition options will be available to you, as well as what improvements need to be made to your practice in order to get it market ready. 

What about this consolidation wave?

“Fifteen years ago, dentists didn’t have the option to consolidate,” Francis said. “Fifteen years from now, the industry will be consolidated and not have this option … since we’re at 30% consolidated now. After that, it won’t be as dramatic of an exit.” Thinking in terms of risk and reward, a dental practice typically sees growth and provides a return on investment, but you’re still betting on one company and need to weigh the options of diversifying, which is easier to do now that you don’t need to be tied to an investor geographically. Rather than being on the same equity platform, sellers are able to align with buyers that support the same company culture

What’s next?

Contact the experts at Professional Transition Strategies to learn what transition options are available to you.

How to Affiliate with a DSO when You’re Not Ready to Retire

man examining dentures

Recently, Professional Transition Strategies Founder and President Kyle Francis sat down with Dr. Victoria Peterson for her “Investment Grade Practices” podcast to talk shop. They laid out the reasons for understanding your options when it comes to getting the most out of your dental practice transition. Here, we outline the highlights from their conversation.

What’s the right way of doing a transition?

“Options are key,” Francis said, noting dentists should understand those options sooner rather than later. “It’s a simple but effective concept: begin with the end in mind.” Whether it’s bringing on a partner or affiliating with a dental service organization (DSO), it’s always better to have time on your side. The best way to do this is to start with a practice appraisal so the selling dentist can understand what’s the right way to move forward. Rather than thinking of it like a real estate–based transaction in which the seller finds a buyer that will offer the best price, you’ll be able to pick the best option for you, your patients and staff.

How do I get multiple offers?

Private equity in the industry opens up all new avenues to a seller, from selling to one of the more than 350 DSOs currently out there to entering a joint venture. Maybe it’s the competition that’s driving you to grow faster than what you can handle. No matter the situation, if you put your practice out there to all the different groups and individuals, there will be a bidding process. “You’re not going to get top dollar if you only consider one seller,” Francis said, adding with multiple offers, your purchase price will be leveraged up to the market price it deserves. 

What can a selling dentist do to prepare for a transition?

If you started your practice from scratch or bought an existing business, eventually, you will have to transition the ownership when you’re ready to retire or release managerial responsibilities. Francis pointed to “founder’s syndrome” in which a business owner can get tied up in the emotions of selling their dental practice, which is why hiring a dental practice broker makes financial and emotional sense. Deciding whether you want to work three, five or 10 years then working backward will help evaluate which transition options will be available to you, as well as what improvements need to be made to your practice in order to get it market ready. 

What about this consolidation wave?

“Fifteen years ago, dentists didn’t have the option to consolidate,” Francis said. “Fifteen years from now, the industry will be consolidated and not have this option … since we’re at 30% consolidated now. After that, it won’t be as dramatic of an exit.” Thinking in terms of risk and reward, a dental practice typically sees growth and provides a return on investment, but you’re still betting on one company and need to weigh the options of diversifying, which is easier to do now that you don’t need to be tied to an investor geographically. Rather than being on the same equity platform, sellers are able to align with buyers that support the same company culture

What’s next?

Contact the experts at Professional Transition Strategies to learn what transition options are available to you.

What EBITDA and SDE Mean for the Sale of Your Dental Practice

Establishing the fair market value of your dental practice is so much more than determining the market price of your home. Sure, a cash buyer with no financial baggage is more attractive when selling your house, but how does the buyer of a dental practice affect its value during a transition?

A dental practice’s value is rooted in how the practice is currently doing rather than its potential, whether the buyer is a dental service organization (DSO) with private equity backing or an individual who needs bank financing. 

Enter earnings before interest, taxes, depreciation and amortization (EBITDA) and seller’s discretionary earnings (SDE). While each is a way to put a value on your dental practice, the bottom line depends on who the buyer is. Here, we break down the difference between and what they mean for the sale of your dental practice. 

What is EBITDA?

Simply put, EBITDA is a company’s current operating profitability. In dentistry, it represents the investment someone would make if someone else does the work. EBITDA reflects a value based on investment and is mostly used when a group is looking to buy the practice. The types of DSOs that focus on this bottom line include joint venture models, sub-DSOs, equity rolls, direct investments with private equity and competition-based models. 

What is SDE?

In short, SDE represents the true take-home pay for a practice owner. It is the total of the owner’s salary, net income, and any tax treatment items or personal expenses paid for by the practice. This valuation method is used for individual buyers who need bank financing as a way for third-party investors to look at a practice.

How EBITDA and SDE impact the sale of your dental practice

Depending on your long- and short-term career or retirement planning objectives, you may need to adjust certain line items relative to the type of buyer you’re trying to attract. In the case of EBITDA, this non-static evaluation is affected by salary and rent, which are subtracted from the profits. For example, raising and lowering a dentist’s salary based on how taxes affect their take-home pay can adjust EBITDA calculations, leading to a “circular reference” that trades off to fit a practice owner’s goals. 

Rent is another circular reference that significantly affects EBITDA when valuing a practice. Whether the practice is paying above or below the rent that is standard in that community, when the rent is adjusted to reflect the true market value, the amount is directly added to or subtracted from EBITDA, making the practice correspondingly more or less attractive to investors.

Why you should work with a professional broker

Answering the question of how much your dental practice is worth isn’t a cut-and-dry calculation, and working with a certified public accountant (CPA) versus a professional broker who specializes in the transition of dental practices can yield different results. In fact, most CPAs will calculate SDE but misidentify it as EBITDA, often meaning the seller won’t be able to make an educated decision due to misinformation. Likewise, adjusted EBITDA takes into account the dentist’s fair compensation and net income of the practice during the valuation process.

What’s more, just as there are different types of transitions for your dental practice, there are also different types of buyers. To ensure you have all the information you need to decide the right strategy for you, your staff, and your dental practice, your team of advisors will help you understand the difference in value depending on the buyer, as well as lead you toward an informed decision based on your goal to stay and practice longer or sell and leave the practice. 

It takes industry-specific expertise and skills to accurately determine a practice’s profit margin and potential value, taking into account practice type, patient demographics, and so much more. Why leave arguably the largest transaction of your life to chance?

Bottom line

When managing a dental practice, it’s easy to get lost in all the ways to establish worth. As your most valuable asset, your dental practice is worthy of the time and investment to seek an appraisal. By understanding the basics of the valuation process and how EBITDA and SDE play a part, you can have an accurate sense of your career and retirement planning. The sooner you know how much your practice is worth, the earlier you can start enhancing its value in anticipation of a sale.