True Overhead of an Orthodontic Practice

P&L StatementWe find that a doctor’s Profit and Loss Statement (or P&L Statement) hardly ever reflects the true expenses required to produce the top line revenue stated. Why? Depending on how the practice is structured, there are a number of discretionary expenses that a doctor and his/her accountant may choose to run through the practice. Some common items hidden within a P&L Statement are the doctor’s payroll taxes, the doctor’s health/life (and sometimes disability) insurance, the doctor’s retirement contributions, automobile expenses, and certain travel and entertainment expenses, just to name a few.

To understand the true overhead of an orthodontic practice, it is often necessary to deduct these expenses from your P&L Statement, and then recalculate your overhead rate. After doing so, the question most doctors ask us is how they compare to industry norms. While there is no correct answer to what a practice’s overhead should be, we have produced a document that will help doctors compare his/her overhead to the average benchmarks seen in the orthodontic practices we value. Click here to access this sample P&L Statement document. Once you download this reference sheet, take out your P&L Statement from the last complete year and begin to make entries. Enter your actual expenses in the unadjusted column on the left (entering each into the best available category), and then remove discretionary business expenses in the adjustments column to determine the final adjusted figures, which will provide your true expenses to operate the practice. In an hour or less, you’ll have the best view of your practice.

Click here to download the sample P&L Statement.

Copyright Compliance in the Orthodontic Industry

Recently, a number of AAO members have received a letter from the Motion Picture Licensing Corporation (MPLC) regarding the alleged improper showing of movies in waiting rooms or other areas of the members’ orthodontic offices. The letter that has been received is strongly worded suggesting doctors should enter into a licensing agreement in order to avoid paying penalties in the future for violations.

The AAO offers a sampling of frequently asked questions regarding the MPLC and the display of movies in orthodontic offices. Also, the Bentson Clark reSource discussed copyright compliance a few months ago before this issue was brought to the orthodontic mainstream. Contact Bentson Clark & Copple to request a copy of an article regarding copyright laws and infringement written by Daniel Sroka, the attorney that drafts the majority of Bentson Clark & Copple’s legal documents.

Reasons an Orthodontic Practice Cannot Grow

As valuation and transition consultants, we have the duty to analyze a practice for sale or purchase with great scrutiny. When performing a practice valuation study, we analyze the last three years of a practice’s financial performance and operational performance for each practice. This provides us not only the revenue and expenses, but the patient flow, the conversion ratios from new patient exams to starts, the fee structure, the marketing plan, etc. More importantly, when visiting each practice, we observe the physical facility, fixed assets in service, staff, location within the practice’s drawing area, competitors’ location(s), and so on. We also perform a detailed demographic analysis of the patient drawing area. Needless to say, we end up with a great deal of data on each practice; having the opportunity to see practices in every geographic region of the country.

Taken together, we see practices that are declining at various rates, practices that are maintaining a relatively flat “status quo” with regards to growth, and practices that are growing at various rates. We see these practices in all areas of the country, in all environments, generally battling a similar competitive and economic environment. However, there are situations that cause a practice not to grow.

There are many contributing reasons as to why a practice cannot grow: competitive environment, demographic environment, geographic limitations, and so on; however, our observation of the number one reason practices cannot grow is because they do not currently operate with efficient systems. Systems are perhaps the key foundation to growth and without them, a practice in chaos will experience greater chaos as it makes decisions and tries to grow, ultimately imploding under the weight of poor systems. Some examples are:

• If patients are not seated on time, adding growth to a practice will only exacerbate the problem.

• If cases are not finishing on time, growth presents real problems as chairs fill up with unhappy zero contract balance patients.

• If the highest level of customer service cannot be currently offered, then providing the same average, predictable, run-of-the-mill, mediocre service inhibits growth.

• If the staff is turning over at an accelerated rate, and there is gossip, backstabbing, and an ununified team that is just getting by, growth is not in a practice’s future.

• If there is poor direction and leadership from the owner, counting on the staff to pick up the leadership role and grow the practice is likely not going to occur.

To learn more, read Chris Bentson’s article, Observations on Growing an Orthodontic Practice, published in Orthodontic Practice US January/February 2013 issue.

Orthodontic Practice Lease Considerations – Part 2

We previously discussed some of the issues regarding an office lease that need to be considered when buying an orthodontic practice and the selling doctor owns the office. In this article, we will discuss lease issues to be considered when the office is leased from a third party.

The first item to consider is when you can contact the landlord about lease terms once you purchase the practice. Quite often, the selling orthodontist wants the sale of the practice to remain confidential as long as possible. The seller may not want the landlord to know that he/she is selling the practice until many of the other sale and financing terms are agreed to by the buyer and seller. Thus, the buyer’s conversations with the landlord may not begin until later in the negotiation process.

Just like when the selling orthodontist owns the real estate, the lease terms must be considered. The buyer generally has to get at least a 5 year lease term, inclusive of renewal options, in order for a bank to provide financing for the transaction (the bank wants assurance that the buyer will have an office to treat patients and earn income for a reasonable amount of time in order to repay the purchase loan). The landlord generally prefers a longer lease term, and the buyer has to consider how long he/she plans to stay in the office and whether another office or location in the city is better for the practice. If the buyer’s plans are to relocate the practice soon, he/she should try to negotiate a shorter initial lease term with options to extend the lease for one year periods (to satisfy the lender’s requirement).

The lease rate also needs to be considered as we have seen some instances where the seller has been in a tenant in the office for a number of years without a rate increase, or without a formal lease agreement, and has a very good relationship with the landlord. When the seller is no longer the tenant, the landlord may see this as an opportunity to increase the rental rate to fair market rates, which has an impact on the practice’s profitability. Similar to when the seller owns the office and the fair market lease rates should be considered when the practice valuation is prepared, if it is fairly certain that the lease rate will be increased in the future, the practice valuation should take this into account and the buyer should be made aware of this early in the process.

Finally, one of the biggest issues we often face is the landlord’s reluctance to release the selling orthodontist from personal liability related to the lease (particularly when the lease is assigned to the buyer). The individual doctor often personally guarantees that his/her professional corporation will pay the lease.  The selling doctor usually has been a tenant in the building for a number of years, is financially well established, and may have a great relationship with the landlord. With the sale of the practice, the buyer will be required to personally guarantee the lease payments, but the buyer usually doesn’t have substantial personal assets as does the seller. More than likely, the buyer has minimal liquid assets, a lot of student debt, and very little or no experience running a practice. Understandably, this makes the landlord nervous and the landlord may refuse to release the selling doctor from his/her personal guarantee of the lease. This is an issue for the seller, which may require additional negotiations with the Landlord as to how long the seller will remain a guarantor.

There are many items to consider when selling and transitioning an orthodontic practice, and the lease agreement is just one of those items. However, the lease can often turn in to a multi-faceted negotiation process that can take longer than the parties anticipate.

Orthodontic Practice Lease Considerations – Part 1

Whenever dealing with a practice sale or transition, the buying and selling orthodontists have a lot to consider throughout the process, such as purchase price, length of the doctors working together before and after the sale, staffing issues, etc. However, we often see that one of the most important issues takes a back seat in the transition negotiations – the office lease! Whether the office is owned by the selling doctor or by an unrelated third party, we have seen numerous transactions be delayed due to lease issues not being resolved timely.

In the case where the selling doctor owns the real estate, the selling doctor often does not know what the fair market rental rate of the property is. The selling orthodontist often sets the lease rate he/she pays to himself/herself based on tax considerations or mortgage payments, which may be significantly higher or lower than fair market rental rates. We often have sellers tell us during the valuation process or transition negotiations that the rental rate should be $XX per square without really knowing the market, getting advice from a real estate expert, or understanding if this is a gross or net lease rate (“gross” meaning that the landlord pays most or all expenses, such as real estate taxes, insurances, maintenance, and “net” meaning that the tenant pays such expenses). The buyer, often inexperienced in these types of transactions, is generally advised to get the opinion of a local real estate expert to help evaluate the lease rate. The problems arise when the buyer’s expert says the rental rate should be significantly lower than the seller’s expectations. After much more time and research by the seller, it may be discovered that the rental rate he/she can receive from an actual tenant is much less than what he/she initially thought would be paid (or, often worse, if the seller realizes that the lease rate should be increased, which, if requested by the seller, creates other trust issues for the buyer). This situation can create a stumbling block in the transition negotiations and delay the closing of the transition.

The seller doctor, acting as the landlord of the property, has to understand that most buyers will do some research on what the fair market rental rate should be for similar spaces in the area. So, ultimately, the seller has to be reasonable and agree to lease the office at (or very close to) fair market rental rates. Otherwise, it may mean that the seller has to go through negotiations with multiple buyers to either: (1) find the buyer willing to pay a higher than reasonable rental rate, or (2) eventually understand that qualified buyers demand a reasonable rental rate and the rent must be set at market rates. Unfortunately, the latter often occurs after one or more qualified buyers have walked away.

Our advice to selling orthodontists that own the real estate is to do some research on the fair market rental rate for their office spaces when they first begin to consider selling their practices. The sooner these rates are established and supported by actual market research, the smoother and quicker the transition negotiations will go. It also helps in the valuation of the practice because the practice’s value is largely dependent on the income/profit accruing to the owner. If the income/profit used in the valuation is not correct (due to incorrect lease rates), the buyers may also challenge the valuation.

In our next blog post, we will review lease issues that can arise when the office is owned by a third party rather than the selling orthodontist.

Be A Lifetime Learner

Last weekend, Doug Copple and I (Chris Bentson) attended a study club meeting held in Atlanta, GA.  The meeting was a two-day affair hosted by a nationally-known orthodontic consultant which brought together about 30 practices. This year’s meeting revolved around the theme of marketing.

To get the meeting started, a tour was arranged of a local fast-growing orthodontic office that is currently incorporating a number of very new, fresh ideas.  Next, a list of topics to be discussed during the event was created by the meeting’s attendees via an open discussion forum. Overall, the meeting was focused and solely centered on discussing ideas to raise the level of performance and service in each practice represented.

All in all, it was an enormously educational experience for all attendees, including myself. I came away with several key thoughts. Foremost, in order to run a successful enterprise you must commit to becoming a lifetime learner. The orthodontic marketplace is continually changing (the meeting discussed consumer and competition changes). Keeping up with these shifts require effort to study and learn how to adapt one’s business. I was also reminded that practice ownership takes a great deal of work and determination. We all can learn by sharing ideas, taking the risk to ask questions and be open about one’s successes and failures.

Every orthodontist was an exceptional student during his or her formative years. We all know that practicing doctors commit to the standard requirements for continuing education. However, not all continue with a genuine thirst for knowledge and desire for new ideas. If you feel stale, stuck in a rut, upset about the condition of your practice; pause for a moment. Ask yourself if you’re really still learning about running your business and considering new clinical ideas. The practices we see that are vibrant, growing and thriving are being operated by “lifelong learners” who are continually trying new ideas to achieve growth and excellence in all areas of practice life.

Big Shift in Patient Demographics: Does it Matter to You?

In December 2012, the United States Census Bureau released its long-term demographic projections. It revealed a fundamental shift in the US population among various ethnicity groups. The released projections included the following findings:

  • By 2043, the non-Hispanic White population will no longer make up the majority of Americans.
  • Intermarriage for first- and second-generation Hispanics and Asians is on the rise, causing a blur in racial and ethnic lines and increasing the number of individuals who identify themselves as multiracial.
  • Children of immigrants are the fastest-growing demographic group.
  • Moving forward, the United States will become the first major post-industrial society in the world where minorities will be the majority.
  • Among children, the point when minorities become the majority is expected to arrive much sooner, in 2019.

What are the implications for orthodontic practice owners? It likely depends on how much longer you plan to practice. If you are at the beginning of your orthodontic practice career or envision working for 30 more years, the implications of the minority friendliness of your practice, your market strategic and target marketing will be significant.

In 2012, for the first time, racial and ethnic minorities became a majority of babies under age one for the first time in United States history. Ten years from now, this group will be the majority of children in braces.

Perhaps it’s time to step back and ask, “How minority friendly is my practice?” That is a good starting point to begin thinking about and planning for the changing patient demographic that could be your practice’s reality in ten years.

Dental Practice Management Firm Shares Tips on Finding the Right Partner

The most important decision for many orthodontists after buying an orthodontic practice is finding a partner to share the workload in a growing business. Bentson Clark & Copple specialize in dental practice management, and are experts in matching orthodontists for the best fit when entering a practice.

Doctors from across the United States approach the firm when they have an orthodontic practice for sale. The American Association of Orthodontists can also provide seekers with a wide range of practice opportunities.

Shannon Patterson, Director of Practice Opportunities at Bentson Clark & Copple, oversees the orthodontic resident and selling doctor matching database, a matching assistance program focused on assisting doctors in finding opportunities based on their geographical location and personal preferences.

Patterson, who gives consultation on buying an orthodontic practice, now advises that there are four main factors to remember when looking for a future partner.

1. Have your office undergo a practice valuation
Generally it is ill advised for orthodontists seeking a future equity interest to join a practice that does not have a comprehensive practice valuation. A written practice valuation allows for complete transparency of the financial and operational health of the business. It also gives selling orthodontists a specific idea of what their practice is worth. Make sure the practice is financially ready to take on a partner and has a plan for adding another doctor.

2. Get the word out
Contact orthodontic training programs or individuals in the military to help determine if any interest exists for your practice. Try every possible approach to identifying potential associates/buyers, which may include advertising in industry journals. Bentson Clark & Copple also maintains a well-developed database of orthodontic residents, military personnel, and practicing orthodontists interested in relocating and purchasing a practice. Consider registering for the AAO Practice Opportunities JobBank, a fully automated, secure website that is ideal for doctors who are seeking to add a partner or transition a practice.

3. Personal visit
Once the selection pool has been vetted to a couple of qualified doctors, meet with the candidates one-on-one. Invite the potential orthodontist(s) to visit the practice. If you are comfortable with allowing your staff to be involved in the process, include them. If not, simply plan to meet with them and their spouse outside office hours over dinner and then visit the practice.

4. Consider all the details
Be willing to invest enough in the importance of this transaction to seek the advice of knowledgeable legal and financial professionals that specialize in practice transition. Do not have a potential associate/partner enter your practice merely on a handshake. Become as knowledgeable with the transition process as possible.

Remembering these tips will ensure a good doctor/ practice relationship has been formed and new doctors will merge seamlessly into the practice with the staff. Following these guidelines will ensure doctors help their practice by finding the best candidate that will continue to make the practice profitable and successful.

Call today to learn more about orthodontic practice sales or to receive a free 30-minute consultation.

© 2011 Master Google and Bentson Clark & Copple, LLC. Authorization to post is granted, with the stipulation that Bentson Clark & Copple, LLC and Master Google, an expert in Google and online SEO, are credited as sole source. Linking to other sites from this document is strictly prohibited, with the exception of herein imbedded links.

Buying a Practice Should Be Smooth Sailing

After residency, orthodontists are faced with a major decision: where to practice their trade. When a location is identified, the next big decision is whether to work as an employee, start-up, or buy an orthodontic practice.

Compared to starting a practice from scratch, a pre-existing practice typically offers an established patient and referral base, which increases the chances of success and provides credibility with patients. Pre-existing practices also provide residents with a mentor to work with during their first years as a professional orthodontist.

Bentson Clark & Copple, LLC work to match each orthodontic buyer with the right office for sale through their practice location services. Their valuation and transition work across the U.S. provides the firm a wide range of opportunities to present to the orthodontic community. Bentson Clark & Copple’s orthodontic practice location services are free to doctors seeking a practice opportunity.

Whether choosing to buy a practice or join as a partner, Chris Bentson, president of Bentson Clark & Copple and the Bentson Clark reSource, an orthodontic newsletter, suggests that purchasing equity is often the fastest track to paying off educational debt and building personal wealth.

Transitioning into an orthodontic practice can be summed up in five steps:

1. Once a practice has been identified, review the potential practice’s financial information and their orthodontic practice valuation. The seller of the practice will request you sign a non-disclosure agreement before releasing this information.

2. Review the seller’s practice valuation report with your advisor and discuss the purchase price. If the practice does not have a valuation report, urge them to have one completed, as it will spell out the value of the practice and critical practice operational information.

3. While searching for buying an orthodontic practice, maintain contact with any interested selling doctors and keep your eyes open for other options.

4. Once the buyer, seller and their respective advisers have established a transition plan, projections of future cash flows and financing schedules should be reviewed. A letter of intent will be prepared to outline future definitive legal documents after each party is comfortable with the financial impact the transition will have.

5. An attorney will create binding legal documents for the seller and buyer to review with their advisors. The buy-in/buy-out can begin once both parties have agreed to price, terms and conditions.

Keep in mind finding the right practice, going through paperwork and finalizing a sale takes at least several months, so start the process as early as possible in your residency, says Bentson.

It’s important that you make sure your goals are flexible and negotiable enough to achieve them, and all details are in writing before you enter the practice, if possible, he says.

These preparatory steps will help ensure any major problems are tackled early on so the transition process goes as smoothly as possible for the buyer and seller.

© 2012 Master Google and Bentson Clark & Copple, LLC. Authorization to post is granted, with the stipulation that Bentson Clark & Copple, LLC and Master Google, an Internet business marketing company, are credited as sole source. Linking to other sites from this document is strictly prohibited, with the exception of herein imbedded links.