Dental Practice Transition Due Diligence Checklist

dentist working on patient

Once the seller and buyer agree to the terms, the due diligence process begins, which can take anywhere from 30 to 45 days. In the case of a successful dental practice merger and even affiliation, careful due diligence is imperative. But no matter the type of transition, practicing due diligence will leave little room for error in the long run among your team of advisers. While the documents required may vary depending on the specifics of your transaction and lending requirements, here’s a checklist to help get everything in place.

Seller’s Side

Practice Corporation: Is there a legal corporation to which sales proceeds should be paid, including family trust, corporation, personal funds, and 1031 exchange?

Will buyer get a Doing Business As (DBA)?

Does the existing entity need to be closed?

In the case of a merger or buy-in, what is the Tax ID (EIN) for the practice?

Is there a license needed for the business?

For the selling doctor, what is the existing and new work schedule, and what is the compensation?

If the value of accounts receivable will be determined on the day of closing, what will the standard schedule for accounts receivable valuation look like in terms of percentages? This includes real estate, insurance, and licensing.

Buyer’s Side

What documents are required for the bank? This includes a loan application with preapproval letter, the bank’s personal financial statement, tax returns for the previous three years, a credit report, verification of funds, bank statements, final loan offer from the bank, closing instructions from the bank, and articles of incorporation with IRS documents.

What’s next?

Contact the experts at Professional Transition Strategies for a complete due diligence checklist and to get the dental transition process started.

You’ve Graduated from Dental School; Now What?

You’ve studied for the past eight years and now finally have that much-coveted dental degree in hand. Now what? Even if your dreams are to own your own practice, there are other options to consider and a few steps you might want to take first. Here, we break down some options for dental school graduates to add to their list of considerations.

Build an advisory team

Assembling a team of advisors to help guide you through every step of the process will ensure the success of your business is established from the beginning. As with any team, you’re only as strong as your weakest link, so it’s important to choose advisors who have experience in the dental industry, such as a consultant, technology advisor, real estate broker, equipment and supply representatives, CPA, and attorney.

Consider location

Make sure that your lifestyle works with the location you are considering, whether in a metro or rural area. Also consider the old real estate adage of “location, location, location” also applies to your dental practice when considering a purchase. Evaluate whether you want to lease or buy, your timeframe, and size requirements, as well as how much sweat equity you are willing to put in.

Acquire license

Arguably most importantly, get licensed in your desired area, if you are not already. If you are not currently licensed in the state in which you want to practice, learn the process. Do you need to take an exam? How much will it cost? Do you have the correct insurances? How long will it take?

Determine options

Purchasing a dental practice isn’t a cut-and-dry process. There are seemingly endless transition options, from buy-outs and buy-ins to associateships and affiliations, as well as options tailored specifically toward dental school graduates, such as establishing a start-up or working for the military, school, or government.

What’s next?

Read more about the options for dental school graduates in the e-book “Recent Graduate,” then contact the experts at Professional Transition Strategies to get started on the right path.

3 Types of Dental Practice Buy-Ins

Deciding to start the buy-in process isn’t cut and dry. A buy-in allows you to become a partner with an ownership stake in the practice, but from there, the options will depend on your end goals. Here are three types of dental practice buy-ins, broken down by their pros and cons.

Single practitioner office

Pros: Buying in to a single practitioner office is more successful than associateships since everyone is tied to the practice for the long run. Job responsibilities tend to be better understood, and everyone has a say in what goes on in the practice, allowing for a smoother work environment. This route is much more stable as it forces you to work through potential issues with your partner to equalize the power dynamic. A better sense of control is established by each dentist having an intimate and valuable say in the type of dentistry performed and how the office is run.
With your partner being tied to your success, this mentor/mentee relationship will push them to want to see you succeed as much as you want them to succeed.

Cons: A partnership is similar to a marriage in that it can sometimes be great but other times you may need to work through problems. To ensure a happy and successful partnership, communication is key. And since you will have a partner, you won’t have full control.

Group practice

Pros: In addition to the same advantages a single practitioner office provides, a group practice is even more stable and tends to be more successful so you can expect more income from the beginning. Because there are more decision makers, there is a higher delegation of duties and more responsibilities to share, and in turn, less management. With a larger group, there are more skill sets so you can focus on your specialty.

Cons: If you are the last person to buy in to the practice, you will be the lowest on the totem pole so you may get voted down more often. It is incredibly rare to have the opportunity to be the majority owner, and since the practice is already established and successful, you can expect a higher valuation.

Corporate

Pros: In addition to the same advantages single practitioner offices and group practices provide, buying in to a corporate practice allows you to have less management responsibility than the previously mentioned options.

Cons: In a corporate buy-in, you will most likely only be a minority owner as it is incredibly rare to be a majority owner in this type of situation. You can expect to pay upfront for a larger monthly sum, in addition to having lower responsibility. This option also leaves you with a similar position as in associateships because you are the minority owner and will still be beholden to the majority.

What’s next?

Read more on the different options for buying in to a dental practice in the e-book “Recent Graduate,” then contact to the experts at Professional Transition Strategies to figure out which option is best for you.

Transition Timeframes and Factors that Contribute to Them

dentists working on patient

One of the contributing factors and most commonly asked questions when it comes to dental practice transitions is “How long will this take?” As with any business transaction, the answers are not cut-and-dry. Here are some transition timeframes and the factors that contribute to them to help guide your decision.

Buy-out: 0–365 days

A buy-out is the quickest and most predictable transaction with the search being dependent upon marketability and location of practice. In a buy-out, the senior doctor is looking for someone to take over the entirety of his or her practice but can choose to stay on as a long-term associate, contributing to the transition period. Once a buyer is found, the success rate is close to 100 percent.

Buy-in: 1–4 years

A buy-in is essentially a short-term and defined associateship period that is approached from an owner time set, not employee. While the majority of the time is spent finding the right fit, the buy-in should occur within one year after the getting-to-know-you period. A roadmap is established upfront with all the material facts about the transition to make the process more predictable and the time horizon to be more defined.

Merger: > 2 years

The longest part of this transition is finding two clinicians who are not only compatible, but also have a similar timeframe and geographic location, both in terms of real estate. Though not always the case, in most mergers, one facility is kept while the other is relocated. However, the operational side can be as quick as a buy-in as only purchase documentation and operational agreements are required.

Affiliation: < 3 years

Similar to a merger, with an affiliation, the doctor will most likely stay on for a period of time with the buying dental service organization or group, depending on the practice type and location. Also similar to the search process of a buy-out, the operational process for an affiliation can be even quicker even though there is more due diligence as they are familiar with the process, compared to a first-time individual buyer.

Associate: 5 years

On paper, taking on an associate is normally the fastest route as there are often a lot of prospects; however, with a one-in-five success rate, timing can be unpredictable finding the best match for your dental practice. While the search can be the quickest part at about one month, the operational part of having that person buy in can take up to a year and ultimately might not work out in the end.

Private equity investments: > 5 years

The underlying goal of this transition is to make sure the practice is big enough that a private equity group would be interested in funding it. Private equity groups are constantly searching for the right practice and can close as fast as any DSO or individual once the correct partner with a solid platform is found. However, the majority of the time is spent because the doctor would need to stay on board for at least five years since it is the business they are looking to take over.

What’s next?

Read up on the different options for dental practice transitions in the e-book “Strategies for Transition,” then contact the experts at Professional Transition Strategies to start the conversation.

Buy-In versus Buy-Out: Which Is Right for You?

dentist working on patient

When looking to transition into a dental practice, the options are not often mutually exclusive. In fact, one type of transition can lead to another, as in the case of a buy-in to buy-out when the senior doctor is looking to hang up his or her proverbial hat. It’s helpful to know how each works upfront, though. Here are the similarities, differences, and overlaps of a buy-in to buy-out.

Agreements

A buy-in typically refers to an associate becoming a partner (which covers more than 100 points in the agreement), while the selling doctor can stay on board as a long-term associate with a buy-out, allowing the doctor to give up autonomy but not employment (who can, in turn, be terminated). In addition to noting if the practice will be structured as a single corporation with all doctors as co-shareholders or if it would be a partnership or LLC with the dentists as partners, the following agreements should be put into place:

Income allocation

Will revenue be allocated to the dentist who did the work, or will all or some of it be split based on ownership, fixed percentages, or a hybrid model in which doctors are paid as employees based on the percent of procedures complete and net income split on a prorata share of ownership?

Expenses

Expenses that are personal should be outlined, broken down and paid by the doctor who incurred the expense, such as meals, auto, travel, and education.

Buy-sell

Agreements should be included to address what will happen if one dentist leaves the practice, including insurance policies that will help with the decision. Is it mandatory for the other doctor to buy-out the departing doctor, or will they simply get the first right of refusal?

Real estate

Does the senior dentist own the real estate? If so, will the junior partner have a rental rate, or will they have the option to buy in to the real estate, as well?

Valuation

The best way to value a buy-in is to appraise the practice from day one so everyone understands the starting value and reappraising the day of the transition, then averaging the two. That way, the seller takes advantage of the risk of an associate, and the buyer doesn’t have to pay double for the growth of the practice in the interim.

Timeline

Each transition strategy comes with its own timeline. A buy-in takes place over a long period of time since the partnership isn’t set up for a year, but a buy-out can happen essentially immediately with the sale of a practice.

Success rate

While both strategies work, it’s important to note that a buy-out has a 100 percent success rate since there is a guaranteed sale. Even if your future isn’t guaranteed since control of the practice has been given up, you gain more flexibility by becoming an employee rather than the owner. What’s more, dental service organizations use this strategy to attract dentists to their groups.

Endgame

The bottom line is that the best partnerships have to be built on communication in order to be successful, so ask yourself if the practice is big enough to have two happy partners as to not set yourself up for failure. However, while most dentists want long-term associates to lead to buy-ins, many theories say otherwise, including one from the book “Blink” by Malcolm Gladwell, which makes the comparison that arranged marriages have a better success rate than traditional marriages. Most decisions can be made extremely quickly, and initial impressions won’t change after additional thought or data is given.

What’s next?

Read up on more buying options in the e-book “Transitions: Your Next Adventure Awaits,” then contact the experts at Professional Transition Strategies to start the conversation.

6 Perks of Buying a Rural Dental Practice

Colorado landscape

When buying or starting a dental practice, it’s easy to be drawn toward big city or metropolitan areas. After all, more people equals more money, right? Not necessarily. One in ten dentists practices outside of a 30-minute radius from a large city, and for good reason. Here are some perks worth considering if you’re in the market.

More complex cases

For better or worse, rural towns tend to have more complex cases. That is, dentists trend toward seeing more restorative work versus preventative treatment, similar dental procedures to that of urban practices, such as dentures, crowns, bridges, onlays, inlays and dental implants.

More patient demand

Statistically, less competition as fewer dentists are gravitating toward major cities and suburban areas means more patient demand, which equates to a better financial outcome in the long run for the practicing dentist.

More economic and buy-in opportunities

Established practices in rural areas offer more economic and buy-in opportunities simply because existing clinicians are doing well financially and therefore don’t have to put off retirement. Similarly, while many young graduates are having a harder time finding associate-to-buy-in opportunities, less competition means more economic opportunities.

Accelerated loan forgiveness

In areas with dental shortages, some states offer accelerated loan forgiveness based on the number of years a doctor practices in a shortage area. What’s more, in reducing your debt, you’ll be able to purchase a practice in a less-competitive market at a competitive price, resulting in a better return on your investment.

Lower overhead, higher net profit

Lower cost of labor, lower occupancy costs, lower rent and office costs, lower housing, and comparable dentistry fees to urban areas all contribute to lower overhead costs, which, in turn, results in a higher net profit for the practicing dentist. And, contrary to popular belief, most rural or small-town practices have updated facilities and high-end equipment.

Better goodwill

It’s no surprise that smaller towns come with a slower pace, allowing you to build a stronger connection with your patients that then translates into goodwill for your practice in the community while also significantly increasing your level of job satisfaction.

What’s next?

Read more about the buying process in the e-book “Transitions: Your Next Adventure Awaits,” then contact the experts at Professional Transition Strategies to find a rural dental practice for sale in your area.

Dental Practice Transitions, by the Numbers

balloons with smiley faces

You’ve kept up with the Insights blog; you’ve taken the dental practice transition quiz. Now it’s time to learn even more about the process by way of a cheat sheet broken down by the numbers.

1,500

Number of active patients considered full capacity for a single dentist. Any more, and it may be time to consider taking on an associate or partner.

680 

Credit score that is favorable to getting a better business loan.

80

Percent of goodwill that contributes toward the overall value of your practice.

150 

Hours it takes to sell a dental practice, which is one of many reasons to hire a professional broker.

15

Minimum number of days patients and staff should be notified about the sale of a dental practice.

30

Percent of dental practices that will belong to a dental service organization by 2021, as predicted by the American Dental Association.

5

Years out you should start thinking about a retirement plan.

20

Pages that make up a prospectus, broken down into different categories of interest to the buyer identifying the areas that potentially need attention.

99

Percentage success rate of a buy-out, versus 60 percent for a partnership and 20 percent for an associateship.

What’s next?

Read the e-book “Strategies for Transition” to learn more about the different dental practice transition options, then contact the experts at Professional Transition Strategies to learn more.

5 Options for Dental School Graduates

You’ve studied for the past eight years and now finally have that much coveted dental degree in hand. Now what? Even if your dreams are to own your own practice, there are other options to consider and a few steps you might want to take first.

Associateship

While taking on an associate is risky from an owner’s perspective, it makes sense for a fledgling dentist to get his or her feet on the ground. With this option, you are working for a person or a DSO as an employee without an ownership benefit or management responsibility. This allows you to relocate or move among practices with ease and little stress since there is no real commitment on your end.

Military, school, or government

Working for the military, a school, or the government won’t give you the option of buying in to a practice. It will, however, earn you the notoriety to perhaps one day publish scientific work, if that’s what your goals include. This low-risk opportunity affords a relaxed schedule, long-term potential, and option to pursue a passion that the private sector might not offer.

Buy-in

The next best thing to owning your own practice, a buy-in grants you an ownership stake in the practice with the potential to become a partner. While not typically obtained right out of dental school, a buy-in is achievable within three to five years, making it a reasonable and beneficial long-term option, whether with a single practitioner, group practice, or corporate environment.

Buy-out

With a buy-out, you gain 100 percent interest within an existing practice while having the sole freedom to practice exclusively. Not to mention, purchasing an existing practice outright holds a 99.7 percent success rate for the completion of note. Compared with a start-up, an existing practice comes with its own staff, location, equipment, and patient base.

Start-up

Rather than taking on an existing client base, you would start your own practice from the ground up. Although the ultimate dream for most, it’s worth mentioning that between dental school and bank loans, you have the potential to be $1 million in debt before seeing your first patient, which may not be an issue for you since the success rate for a dental practice is so high.

What’s next?

Read up on our e-book for dental graduates, then contact the experts at Professional Transition Strategies to start the conversation.

7 Types of Dental Practice Transitions

dental mold

By now, you’ve probably already decided that selling your practice is the best option, whether it’s for retirement or managerial purposes. But maybe you don’t know or haven’t started exploring all your options yet. Here, we break down the types of dental practice transitions in an effort to help you figure out which is best for you and your business.

Buy-out

buy-out is exactly what it sounds like: when a purchaser buys your practice for a negotiated price. A relatively short transition period that typically only lasts three months is ideal for a prospective retiree. The seller may agree to stay on part-time to help ease the transition for the buyer, employees and patients.

Buy-in

A buy-in is the opposite of a buy-out in which a specific buyer purchases a defined portion of the practice for a negotiated amount determined at the outset. In this case, a professional dental practice broker will also perform a personality profile to ensure compatibility, in addition to a practice analysis.

Associate to buy-in

Here, a potential buyer is courted by a group of associates to buy-in over a defined period of time, road-mapping the ease of transition. Rather than making decisions about the future of the practice upfront, this allows time to assess compatibility; however, the division of power is the biggest consideration to make.

Associateship

A good idea in theory because associates are easy to find, and this route allows you to maintain full control over the transition; however, associateships are typically only 20% effective due to not everything being agreed upon from the outset and different expectations not being met by both parties.

Merger

Combining two dental practices to become one entity with equal partnership remains a tried-and-true method as long as compatibility is established upfront and responsibilities and income are equally divided and agreed upon.

Roll-up

This option is one that pays off in the future under the economies-of-scale principle: Multiple dental practices are purchased over a period of time to combine into one entity, which will then sell for a higher value at a later date.

Affiliation

The slowest of the transition options, this option hands over the majority of the practice to a larger entity, typically a dental service organization (DSO) or a group, with the purpose of slowly transitioning out of your practice to and giving up clinical control to the buyer.

What’s next?

Read more about your options in our e-book “Strategies for Transition,” then reach out to the experts at Professional Transition Strategies to figure out which makes the most sense for you and the future of your practice.

3 Reasons to Sell Your Dental Practice

dental patient

Whether your biological clock is ticking or owning your own business isn’t what you dreamed it would be, there are plenty of reasons to consider selling your dental practice. Each situation warrants its own considerations and end results. Let the professionals at PTS walk you through your options.

Retirement

Retirement is a natural time to consider selling your dental practice. The key here is timing it right and finding the best fit for a buyer for a smooth transition for both your employees and patients. If time allows, consider staying on part-time until the new owner is ready to fully take on the reins.

Minimize management

You don’t have to wait for retirement to be burned out from dealing with the day-to-day managerial aspect. Bookkeeping, billing and human resources can all take away from your primary focus, which is interacting with your clients. Leave the budget-balancing to the pros, and consider selling to a dental service organization (DSO).

Share the responsibilities

If you thrive in a private practice setting but are getting overwhelmed with all the parts that make it run, it might be time to enlist a little help. A merger with a like-minded partner will help alleviate some of those tasks, while a buy-in will set you up with a buyer whose personality is compatible.

What’s next?

Ready for a change? Figure out the next steps for you and your practice by contacting the professionals at Professional Transition Strategies. You’ll begin your transition strategy with an overall practice analysis, then set a realistic time frame for a transitionary period.