CARES Act Summary: What All Orthodontists Need to Know & FAQs

CARES_Act_ For_OrthodontistsBy: Doug Copple, CVA & Shannon Patterson, CPR, CMSR
Partners, Bentson Copple & Associates

The guidance regarding the CARES Act and specifically the PPP Loan is constantly being updated. The blog post below regarding the CARES Act and FAQs have been updated in the attached PDF document. Also, below is a link to the Small Business Administration’s Interim Final Rule issued on April 2, 2020, that provides additional guidance on the PPP loan.

Click Here to download a PDF of this article (as of April 3, 2020).

Read the Small Business Administration’s Interim Final Rule (issued April 2, 2020).

———–

On Friday, March 27th, the President signed the Coronavirus Aid, Relief, and Economic Security Act – or the “CARES Act”. The CARES Act is the largest stimulus package in the nation’s history, totaling approximately $2.3 trillion to assist individuals and businesses in the U.S. Our team at Bentson Copple & Associates has been reviewing drafts of the Act while it was being presented in the Senate and has continued to review it after the bill was signed into law this past Friday. It is an extremely long (880 pages) and complicated bill that provides many incentives and stimuli for individuals and businesses. Below is a summary of the sections that are of most importance to our clients and their teams, followed by FAQs related to the CARES Act and FAQs related to Practice Valuations and Transitions.

Also, please note that all sections of the CARES Act are still being interpreted by experts, and our interpretation and comments below are subject to change as additional information is obtained. Due to the complexity of the Act, all of this information is generalized, and all businesses and individuals that wish to take advantage of the benefits in the Act should consult their personal CPA and/or attorney. There are many other sections of the Act that are not covered below.

Read the Final CARES Act here: https://www.bentsoncopple.com/uploads/CARES_Act_Bill.pdf 

Section 1102: Paycheck Protection Program (“PPP”)
This section (and the related Section 1106 outlined later herein) is the provision most of our clients have heard about and many are asking how they can take advantage of this forgivable loan. This section provides for businesses with less than 500 employees to be provided a loan under section 7(a) of the Small Business Act (SBA) that is guaranteed by the government. If certain conditions per Section 1106 of the CARE Act are met, the loan is forgivable (i.e. does not have to be repaid). These loans are referred to as ‘PPP Loans.’ There are several definitions to be aware of in this section:

1. Covered period is between February 15, 2020 and June 30, 2020, which basically means the loan must be applied for and proceeds disbursed to the borrower prior to June 30, 2020. Although the bill was passed on March 27, the covered period starts on February 15, 2020 because if certain other SBA loans (e.g. an EIDL loan) were obtained prior to the Act going into effect, the bill covers such loans, and these loans may be converted to a PPP loan if certain criteria are met.

2. Payroll costs means the sum of salary, wages, paid time off (vacation, parental, medical or sick leave and severance), group health care benefits (only the portion that is paid by the practice on behalf of employees), payment of any retirement benefit (e.g. employer contribution on any retirement plan), and payment of state or local tax assessed on the compensation of employees. However, the compensation of an individual employee in excess of an annual salary of $100,000 shall not be included in the calculation of the maximum loan amount. Further, it does not include employer paid FICA taxes or taxes withheld on behalf of the employee for the payment of income or FICA taxes.

3.  Maximum loan amount is 2.5 times the average total monthly payroll costs (i.e. all items above) incurred during the one-year period before the date on which the loan is made (but other pay periods can be used in certain circumstances). Thus, if a practice’s total average monthly payroll costs are $50,000, the maximum amount of the PPP loan would be $125,000.

The PPP loan can then be used to pay the following allowable expenses:

  • All payroll costs outlined above.
  • Interest incurred on mortgages (not principal payments) in force before February 15, 2020.
  • Real estate leases/rent on agreements in force before February 15, 2020.
  • Utilities for services in force before February 15, 2020.
  • Interest (not principal) incurred on any other debt obligations that were outstanding prior to February 15, 2020.

To obtain the covered loan, the borrower must make a good faith certification that the business has suffered due to the Coronavirus and acknowledge that the loan proceeds will be used to retain workers and maintain payroll, and make mortgage payments, lease payments, and utility payments. It seems that every orthodontic practice in the country will qualify for this loan due to required shut downs in every state.

There is no personal guarantee for the loan, and the interest rate on the covered loan will be no more than 4.0%.

Interest and principal payments on the covered loan can be deferred for up to 12 months.

Section 1106: Loan Forgiveness
The PPP loan will be forgiven and the borrower will not be required to repay the loan if the funds are used for certain approved purposes during the 8-week period beginning on the date that the loan is obtained. Note that this 8-week period is defined as the “covered period” in this Section 1106. Also, note that the covered period for this loan forgiveness section is different than the covered period for the PPP loan itself. Basically, the PPP loan can be applied for anytime between February 15, 2020 and June 30, 2020 (the covered period for purposes of obtaining the PPP loan). The covered period for the loan forgiveness section means that the funds obtained from the PPP loan must be used on the allowable expenses during the covered period (i.e. the 8-week period after the PPP loan is obtained) in order for the loan to be forgiven.

As long as the PPP loan is used to pay payroll costs, interest on loans, rent, and utilities (electricity, gas, water, transportation, telephone or internet access) during the 8-week covered period, the loan is eligible to be forgiven. However, the compensation of an individual employee in excess of an annual salary of $100,000 is not an allowable use of the loan proceeds that can be forgiven (just as such excess earnings are not allowed to be included in the payroll costs when calculating the amount of the PPP loan).

The amount of the loan forgiveness will be reduced if the number of full-time equivalent employees is not maintained or if employee compensation levels are not maintained. Employees laid off or salaries reduced between February 15, 2020 and April 26, 2020 will not be factored in to the forgiveness reduction above if employee and compensation levels are corrected by June 30, 2020. In general, the goal of the loan forgiveness is to encourage businesses to rehire employees previously laid off/furloughed and/or maintain employee levels and compensation at levels prior to the start of the COVID-19 crises, and if such levels are not maintained, some portion of the PPP loan must be repaid. This is a very simplified explanation – see section 1106 of the Act for details on the calculation.

If the loan proceeds are not spent on approved expenses or employee counts/compensation is reduced below a certain level, a portion of the loan must be repaid and is not forgiven. The amount that is not forgiven must be repaid over a 10-year period with interest accruing at no more than 4.0%. The amount may be prepaid at any time.

The amount that is not forgiven shall not exceed the principal balance of the PPP loan. Accrued interest on the loan is not forgiven and must be paid, although the payment of the interest is deferred for up to 12 months rather than paid monthly.

Unlike all other debt forgiveness, the amount of the PPP loan forgiveness is not included in the gross income of the recipient and is not taxable. 

Section 2301: Employee Retention Credit for Employers Subject to Closure Due to COVID-19
The provision provides a refundable payroll tax credit for 50% of wages paid by employers to employees during the COVID-19 crisis. The credit is available to employers whose (1) operations were fully or partially suspended, due to a COVID-19-related shut-down order, or (2) gross receipts declined by more than 50% when compared to the same quarter in the prior year.

The credit is based on qualified wages paid to the employee. For eligible employers with 100 or fewer full-time employees, all employee wages qualify for the credit, whether the employer is open for business or subject to a shut-down order. The credit is provided for the first $10,000 of compensation, including health benefits, paid to an eligible employee. The credit is provided for wages paid or incurred from March 13, 2020 through December 31, 2020.

Section 2104: Emergency Increase in Unemployment Compensation Benefits
This section does not apply specifically to the doctor, but should be beneficial to practice employees that were or will be laid off or furloughed by the practice. Unemployment benefits (we have seen this referred to as unemployment insurance or ‘UI’) are administered by the states, and the weekly amounts and time periods that unemployed individuals can receive unemployment benefits vary from state the state. The CARES Act increases the time period that an employee can receive unemployment benefits by allowing the unemployed individual an additional 13 weeks of unemployment compensation from the federal government in the event the state does not extend the benefits by such time period.

This section also increases the unemployment compensation by $600 per week for up to 4 months – the period beginning on the effective date the CARES Act and ending on July 31, 2020. For example, if the state unemployment compensation is for 26 weeks at $350 per week, the unemployed individual is allowed to receive $950 per week ($350 from the state, plus $600 from the federal government) through July 31, 2020. The benefit then reverts to $350 per week after July 31, but will extend for an additional 13 weeks beyond the states’ typical 26-week period from the original date unemployment benefits were claimed.

Owner-doctors and family members receiving W-2 wages from their respective S-Corporations or C-Corporations may be eligible for state unemployment benefits. You should inquire with your respective state agency.

Section 2201: 2020 recovery rebates for individuals
This section also may not apply specifically to the doctor, but should be beneficial to practice employees. All U.S. residents with adjusted gross income up to $75,000 ($150,000 married), who are not a dependent of another taxpayer and have a work eligible social security number, are eligible for a $1,200 ($2,400 married) rebate. In addition, they are eligible for an additional $500 per child. This is true even for those who have no income, as well as those whose income comes entirely from non-taxable means-tested benefit programs, such as SSI benefits.

For the vast majority of Americans, no action on their part will be required in order to receive a rebate check as IRS will use a taxpayer’s 2019 tax return if filed, or in the alternative their 2018 return. This includes many low-income individuals who file a tax return in order to take advantage of the refundable Earned Income Tax Credit and Child Tax Credit. The rebate amount is reduced by $5 for each $100 that a taxpayer’s income exceeds the phase-out threshold. The amount is completely phased-out for single filers with incomes exceeding $99,000, $146,500 for head of household filers with one child, and $198,000 for joint filers with no children.

FAQ from Clients on the New CARES Act and Their Individual Transition Plans:

FAQ #1: Does my practice qualify for the forgivable PPP loan?
A: It seems that nearly every orthodontic practice would qualify for a PPP loan because of the ADA’s directive that all non-elective dental procedures be halted and because most states and state dental societies imposed similar shut-downs. All practice types are eligible for the loan – e.g. C- and S-corporations, sole proprietorships, independent contractors and eligible self-employed individuals.

FAQ #2: How do I apply for a PPP loan?
A: The loans will be handled through most traditional banks, and you should first speak with your local banker. As of this writing, there is not a process in place to apply for these loans. The forms to complete the PPP application are supposed to be a simplified 1 – 3-page form. It is also expected that funds will be disbursed quickly once the application is completed and evidence verifying the amount of the loan is provided. Stay in touch with your local banker to determine when the application process can be started.

FAQ #3: What should I do in preparation of applying for the PPP loan?
A: Start speaking with your local bank about the process and when the application will be available. Begin gathering all reports and invoices to calculate the total monthly payroll costs. These will include:

  • Monthly and/or quarterly payroll reports for calendar 2019 and first quarter of 2020 (actual time period used for loan amount calculations could vary per the Act). These reports should provide employee compensation, paid time off, and employer taxes paid on such compensation.
  • 2019 Employees – 1099’s for 2019 employees and independent contractors that would otherwise be an employee of your business.
  • Invoices for premiums on group health plans for 2019 and 2020. You will need to determine the amount the practice actually pays on behalf of the employees (gross premiums, minus the amounts withheld from employees’ pay to cover their portion of the premium).
  • Retirement plan reports for 2019 that detail the employer portion of retirement plan contributions.

By having all of this information available, you can calculate the expected amount of the PPP loan and ensure your application is processed quickly.

FAQ #4: When (or how quickly) should I apply for and obtain the PPP Loan?
A: This depends on your specific situation. You may want to consider waiting to obtain the loan until all stay at home mandates or directives by the ADA, local governments, state societies, etc. are lifted and your practice is allowed to operate freely. This is for the following reasons:

  • With increased unemployment benefits provided by the CARE Act (up to an additional $600 per week in addition to current state unemployment benefits), it may be just as beneficial to your employees for them to receive full unemployment benefits rather than to work part-time in your practice if not truly needed (as this drains your cash balance if little to no revenue is coming in during the mandated office closure). This unemployment benefit extends through July 31, 2020, but the start date when unemployed individuals will receive it may vary from state to state.
  • The PPP loan proceeds must be used during the ‘covered period’ which is the 8-week period immediately after the loan is funded. And, the loan proceeds must be used on allowable expenses, which includes payroll costs. If your practice is not up and running at or at least close to operating levels prior to the Coronavirus-related closures, there is no reason to obtain the PPP loan too early.
  • Practices have until June 30, 2020 to obtain the PPP loan.
  • Thus, waiting until the practice is open again may be the best option because your employees will be taken care of through the increased unemployment benefits, and you can take full advantage of the PPP loan proceeds and loan forgiveness once the practice is operating with a complete (or nearly complete) team.

In any event, you should not delay compiling all of the pertinent data to calculate the loan amount and prepare your application. However, you may want to wait to submit the application and obtain the funds until the practice is open again. One final caveat on timing – our understanding is that approximately $350 billion has been appropriated to support small business, and there is currently no clear guidance as to whether this amount will be extended once utilized.

FAQ #5: Can owners’ compensation be included in the payroll costs when calculating the amount of the PPP loan (payroll costs x 2.5)?
A: This is a bit of a gray area. It appears that owners’ W-2 wages, up to the maximum $100,000 per year, can be included when calculating the maximum PPP loan amount. The owners’ W-2 wages are readily available for practices that operate as S-corporations and C-Corporations. Section 1102(a)(2)(A)(viii)(I)(bb) states that “the term ‘payroll costs’ means the sum of payments of any compensation to or income of a sole proprietor or independent contractor that is a wage, commission, income, net earnings from self-employment, or similar compensation and that is in an amount that is not more than $100,000 in 1 year…” The language does not specifically mention partnerships or limited liability companies (LLCs), although the language “net earnings from self-employment” may cover these types of entities. Thus, it appears that owners’ compensation can be included in the calculation of the maximum PPP loan amount for all types of operating entities, but this must be clarified and verified by your personal CPA or attorney.

Also, we have many clients that operate as a partnership of professional corporations. This is where the operating entity is a partnership or LLC (it collects the patient fees, employs the staff, pays expenses), and this partnership is owned by the individual doctor’s S-corporations. The partnership’s profits are distributed to the doctor’s S-corporations, and the doctors are then paid W-2 wages from their own S-corporations. Our understanding is that the multiple entities will be viewed as affiliated entities for purposes of calculating the payroll costs and the amount of the PPP loan. Thus, the payroll costs for the partnership and the owners’ S-corporations will be aggregated and used in the amount of the PPP loan the operating entity will receive. As with all of these examples, consult with your own tax advisor on your specific situation.

FAQ #6: Can the owners’ compensation be part of ‘payroll costs’ and considered an allowable use of the PPP loan proceeds that will be forgiven?
A: Similar to above, this is a bit of a gray area that needs additional clarification. ‘Payroll costs’ in section 1106-Loan Forgiveness has the same definition as ‘payroll costs’ in section 1102- Paycheck Protection Program. Thus, earnings for owners operating as partnerships and LLCs are not clearly included in payroll costs as allowable use of the PPP loan proceeds.

FAQ #7: I am an S-corporation orthodontist working as an independent contractor for another practice. Do I apply for the PPP Loan or does the practice for which I work apply for the PPP Loan?
A: This is a bit of a gray area in respect to the employer doctor paying the associate’s S-corporation. Our current position is that 1099s issued to a company are likely not includable in ‘payroll costs’ as defined, but that 1099s issued to individuals likely are includable. As noted above, section 1102(a)(2)(A)(viii)(I)(bb) defines payroll costs to include “the sum of payments of any compensation to or income of a sole proprietor or independent contractor that is a wage, commission, income…that is not more than $100,000 in 1 year…” Thus, the amount paid by an orthodontic practice to an independent contractor can be included in the calculation of the loan amount the orthodontic practice receives. Whether an independent contractor that is a company and an independent contractor that is an individual are treated the same remains to be seen.

The employee-entity (i.e. the S-corporation working as an associate through an independent contractor agreement) is likely to qualify for a PPP loan for the wages paid to the owner doctor (i.e. the associate). Section 1102(a)(2)(D)(ii) states: “Inclusion of sole proprietors, independent contractors, and eligible self-employed individuals – (I) In general – During the covered period, individuals who operate under a sole proprietorship or as an independent contractor and eligible self-employed individuals shall be eligible to receive a covered loan.”

Thus, it appears that the S-corporation working as an associate orthodontist should apply for the PPP loan and include the owner’s wages in payroll costs when calculating the maximum amount of the PPP loan. However, in the event the practice for which the S-corporation independent contractor works include such 1099 amounts in the calculation of its PPP loan (and such amount is allowed), it is clear that this amount should not be double-counted so the associate receives the benefit twice (once from its own S-corporation and once from the employer practice). Section 1102(a)(2)(G)(i)(III) & (IV) states: “that the eligible recipient does not have an application pending for a loan under this subsection for the same purpose and duplicative amounts applied for or received under a covered loan; and (IV) during the period beginning on February 15, 2020 and ending on December 31, 2020, that the eligible recipient has not received amounts under this subsection for the same purpose and duplicative amounts applied for or received under a covered loan.”

FAQ #8: I still have student loans outstanding. Can I defer my monthly student loan payments?
A: Section 3513 of the CARES Act includes temporary suspension of payments for federal student loans until September 30, 2020. During this time, interest will not accrue on the outstanding balance. In addition, the payments owed during this period of suspension are deemed paid, which reduces your outstanding loan balance. Involuntary collections related to the loan are also suspended during this time (e.g. wage garnishment). However, these provisions relate only to Direct Loans and Federal Family Education Loans (FFEL loans) that are currently owed by the U.S. Department of Education (i.e. federal loans). It does not apply to private loans. Regardless, loan borrowers should call their lender to verify eligibility.

For dentists who are currently paying down student loans, it’s possible that a private lender may offer the option to refinance your loans at a lower interest rate, providing that you qualify. Since only private lenders offer student loan refinancing, the decision to refinance and move any federal loans will make those obligations private loans. Be aware that those with private loans may miss out on the benefits in the CARES Act outlined above.

Transition Related FAQs:

FAQ #9: How will the Coronavirus pandemic and the mandated closure of my office affect the value of my practice?
A: This depends on many factors. There is no clear answer because it depends entirely on how much longer the pandemic causes practices to be closed and when you plan to sell your practice. If it passes quickly and offices are re-opened in mid to late April (unlikely), it is much more likely that the practice returns to normal, patient flow returns to normal, and thus, the practice value returns to normal. This is particularly true if you do not plan to sell your practice in the near term. However, if the crisis continues and practices are closed for several more months, it could affect patient behavior as more patients may not be able to afford discretionary orthodontic care or they may not be comfortable from a health perspective to have elective dental procedures performed. In any event, we feel time will correct this unprecedented anomaly, and practices will return to normal. How long that takes will obviously depend on the length of the crisis. If you need to sell your practice in the very near term (say, for health reasons), it is very likely that the value will be re-assessed and the purchase price reduced.

We have heard of some sellers wanting to sell in the very near future and are agreeable to a price reduction, but want to include an earn-out provision where the price can be increased to the original value if patient flow and production return to normal. In our opinion, it is unlikely that a buyer who is an individual orthodontist that plans to own and operate the practice him or herself will agree to such a model. They are not willing to include an earn-out that increases the price while they are taking on the risk of ownership and debt in such uncertain times and working harder than normal to rebuild the practice. However, such incentives or earn-outs may be likely in sales to DSO-type buyers or other orthodontic practices where the seller will continue to work for the buyer as an associate and take part in rebuilding and increasing production post-sale.

FAQ #10: If I am a younger doctor and planned to purchase a practice in the near future, what do I do?
A: The short answer is that you must delay the transaction, or consider renegotiating the purchase terms. The fact is that unless you are already approved for the loan and planned to close very soon, you likely cannot obtain financing for a purchase in the current environment (see FAQ on what lenders are saying below). However, in this environment, it is also nearly impossible to find an employment opportunity until practices throughout the country re-open. It is not an ideal situation (understatement of the century, I know!).

FAQ #11: If I planned to bring on an associate or younger partner into my practice in the near future, what should I do?
A: Again, the answer depends somewhat on timing. Many of the partnership transactions we are involved in typically have the younger orthodontist joining the practice as an associate in the summer. The associate will work in the practice as an associate for a year or so and then start buying into the practice. This situation is at least a 2-part question:

First, do you still have the orthodontist join the practice as an associate this summer? Depending on the size of your practice prior to the mandated closures (bigger practices can obviously handle a downturn and still take on an associate), your relationship with the planned associate (e.g. family member or great friend whose joining has been planned for a long time, vs. a casual relationship where each party wanted to test the possibility of a partnership), and your individual situation (Do you need a partner? Are you adding an associate to slow down and provide more flexibility? Can you take an income hit while the practice rebounds?), your decision to add the associate will vary greatly, and it will ultimately be up to you as to whether you want to proceed with the association period or not. We can only prompt you to contemplate the questions you need to consider to help you make your decision.

Some of our clients are proceeding with adding the associate, but at a reduced schedule and reduced pay until the practice rebounds. Also, the promise of a partnership is dependent almost entirely on the practice returning to its former production levels. This is because a partnership plan may not work if the practice declines rather than grows. One of the primary reasons our clients add a partner is because their practice is growing too much for them to handle by themselves. If growth is questionable, the partnership plan may no longer be viable purely from a financial and business standpoint.

The second part of the question is whether the partnership plan needs to be altered, or practice value decreased based on the current crises and temporary office closure. In general, our opinion in a partnership transaction is that the plan that has been created and agreed upon by the parties (or what the seller has been expecting if the plan has not yet been presented to the future partner) should not be altered materially. It may be best to delay the start of the buy-in/partnership rather than materially alter the terms. This is because, as stated above, most owners only entertain partnership transactions for specific reasons – most often that the practice is growing and adding a partner will allow the practice to continue to grow. If the Coronavirus crises causes the practice to decline and creates concern for future growth, the current owner will most likely only delay the plans rather than accept a materially lower price or enter into a partnership that simply decreases their compensation. By definition, when selling an ownership interest, the owner is giving up a portion of the future profits. If future profits are expected to be less than historical levels, the current owner is much less likely to want to give up the future profits. Time should allow the practice to return to normal, and a seller is not willing to accept a lower price or agree to concessions based on a short-term, once-in-a-lifetime anomaly that temporarily affects the practice’s operations and value.

We can discuss your individual transactions at your convenience as your specific situation and goals for considering the partnership in the first place will help guide us in deciding what to do.

FAQ #12: If both parties want to proceed with a transaction (whether a 100% buy-out or a partial buy-in and partnership arrangement), are banks still lending in the current environment?
A: We have spoken with several large dental lenders, and they are very cautious at the moment. They are still accepting applications for acquisition loans for future transactions, but most have halted closings that were planned to occur in April and May. They want to see when practices are allowed to re-open and see if patient flow returns to normal. Most lenders are also allowing current clients (e.g. a borrower who purchased a practice in the past and still has an outstanding acquisition loan) interest-free 90-day deferral on loan payments. New buyers would also need 90-day payment deferrals. Thus, it makes more sense to delay the transaction rather than close on the deal in the current environment. The lenders will also likely become stricter on borrower liquidity requirements, meaning the borrowers will need more savings, possibly up to 10% or more of the requested loan amount, and less credit card liabilities to qualify for future loans. The current crises may also mean that smaller, local banks are less aggressive in pursuing dental transactions going forward.

FAQ #13: I am a non-owner associate in an orthodontic practice and have been furloughed with no pay. What do I do?
A: The reality is that you are an employee (or independent contractor) just like every other practice employee. And, just like every other practice employee, when the office is closed, there is no work to do and you will most likely not be paid unless the owner makes a personal and discretionary decision to try to pay employees as future revenues dry up. Many associates have made the point that orthodontic practices are still collecting monthly revenue through automatic drafting of patient’s monthly fees. This may be true, but you have to realize that the offices are required to be closed per ADA guidelines and often state mandates. New case starts are not occurring, and it’s unclear when normal operations will resume or if monthly revenues will continue. Orthodontic practices, like any other business suffering from this crisis, must make a business decision on how to allocate resources and stretch their remaining cash balances to pay bills and ensure they can survive this crisis and eventually re-open. As an employee, you are eligible to file for unemployment to receive unemployment compensation (see summary above re: Section 2104 of the CARES Act) that will provide you some financial relief until the crises is over.

If you are an independent contractor rather than an employee, you may still be able to file for unemployment benefits under the expanded unemployment laws per the CARES Act.

Finally, the practice for which you work may be able to obtain the forgivable PPP loan and use a portion of the proceeds pay a portion of your salary and benefits once obtained. Also, see FAQ #7 above.

FAQ #14: What if I have accepted a job that starts this fall but I still need to take a licensure exam?
A: Due to state’s actions to slow the spread of COVID-19 many examinations are not being administered, and most testing agencies have postponed all school-based examinations starting March 16th until May 1st. At this time, the schedules of examinations for most agencies outside of the affected date window will not be impacted unless requested by the schools.

Most agencies will continue to monitor developments during this time and will continue to maintain flexibility for candidates with patient cancellations, and candidates will not be penalized or charged for patient cancellations during this time. Additionally, if testing sites are required to cancel or postpone examinations, most agencies will work with programs and candidates to provide an opportunity for the affected candidates to reschedule.

Most testing agencies are providing updates on their websites stating that information is subject to change at any time.

Click Here to download a PDF of this article.


Doug Copple, CVA is a Parter at Bentson Copple & Associates, LLC. Doug is a member of the National Association of Certified Valuation Analysts (NACVA). He ensures the firm’s practice valuations are properly performed and adhere to generally accepted valuation standards. Doug is also integral in structuring and negotiating orthodontic partnerships and purchase transactions and the related tax and structural issues between buyers and sellers.

What Is the Difference Between a Non-Disclosure Agreement and a Non-Compete Agreement?

What Is the Difference Between a Non-Disclosure Agreement and a Non-Compete Agreement?By: Shannon Patterson, CPR, CMSR
Kolbe Certified™ Consultant
Director of Practice Opportunities

As a recruiter, I often hear the question “What is the difference between a non-disclosure and non-compete?” from candidates who are seeking employment opportunities. It is important to understand the differences and what they mean for you as a candidate.

A non-disclosure agreement is a promise that you will not disclose any of the information shared with you about a potential practice opportunity. Often it will include practice and/or doctor name, location, patient information, expansion plans or any financial information about the practice. It does not mean you can’t work for a competitor; it simply means you can’t use proprietary or confidential information you learned or obtained from the practice with another practice. You will often be asked to sign this agreement by a client or representative of a client before they discuss the specifics about their practice opportunity. Importantly, non-disclosure agreements almost universally allow you to share confidential information with your attorney or other advisors in the buying process.

A non-competition (restrictive covenant) agreement means you agree not to directly compete or provide services within a certain proximity of the practice for a set period of time. The purpose of a non-compete is to protect the former practice employer against unfair competition. As a provider, you will have access to confidential business information and develop close relationships with patients and staff and could exploit the information to lure patients away from the practice. A non-compete is designed to protect the practice from this risk.

Who enforces a non-compete? The enforceability of non-compete agreements will vary from state to state. Most states have statutes or case law that either prevents or restricts the enforceability of a non-compete agreement. States that permit the enforcement of non-competes will do so only if the covenant is reasonable in scope (meaning it is limited to the services the provider actually rendered while employed by the practice), duration and geographical area.

What geographic area does a non-compete cover? A non-compete covenant should only prohibit a provider from continuing to provide services in the same general area where he or she provided services before disengaging with a previous practice. In most states, the restricted area should be no larger than the area from which the previous practice draws 80% of its patients. Therefore, a reasonable radius for a non-compete will depend heavily on the population density of a particular area – generally, a larger radius is enforceable in rural areas. The opposite is true in more urban areas.

How long do non-competes typically last? The time periods can vary, but generally, the covenants are in effect during the employment period and for a period of 12 to 24 months following the last day services are provided to the practice.

Non-competes and non-disclosure agreements are two important documents to understand each having a distinct but separate purpose.

Dr. Boomer & Dr. Millennial Participate in ‘The Git Up’ Challenge

Dr_Boomer_Dr_Millennial_Episode3

We are excited to release Episode 3 of Dr. Boomer & Dr. Millennial: Generational Diversity! This edition focuses on the struggle of creating social media content, specifically The Git Up viral dance challenge. Our team hopes you’ll relate to the differences between the two doctors and enjoy a good laugh as Chris Bentson and Shannon Patterson attempt the two-step then cowboy boogie.

Each episode of the video series, examines generational diversity in the orthodontic workplace, reviews some of the benefits and issues associated with it, and shares some of the best practices based on our company’s experience. The ultimate goal of the series is to remove the age barrier by illustrating the differing viewpoints and asking viewers to take a step back and relate to it from the other side’s perspective.

Click here to watch, or visit Bentson Copple & Associates’ YouTube Channel!

Dr. Boomer & Dr. Millennial Addresses Pinky Promises

Dr_Boomer_Dr_Millennial_Pinky_Promises_Bentson_CoppleEpisode 2 of Dr. Boomer & Dr. Millennial: Generational Diversity is now available for viewing. This edition focuses on verbal agreements (aka pinky promises).

Aside from the common reasons you might think someone should have an agreement, such as to set forth what is expected of each doctor, what each partner gets in return, and procedures for decision-making – it’s simply an important step to a healthy business relationship. Don’t miss the insights that Chris Bentson and Shannon Patterson share in this short video.

Each edition of the video series explores diverse perspectives, attitudes, motivations, and needs of these two generations of doctors along with the changing dynamics in an orthodontic practice setting.

Click here to watch, or visit Bentson Copple & Associates’ YouTube Channel!

People & Practice: Talking with Chris Bentson

People_&_Practice_Podcast_Chris_Bentson

Chris Bentson is featured in the new episode of People & Practice, LLC‘s The Survival Guide For Orthodontists podcast, hosted by Dr. Leon Klempner and Amy Epstein. Chris discusses how orthodontists can take the disruption in the industry and use it to their advantage by offering the same convenience patients are seeking from mail order alignment companies.

This episode digs deep into the nuts and bolts of what forces are affecting the industry and the tools available right now to help independent and small group practices beat the big box orthodontic companies.

  • How has disruption by Smile Direct Club and Invisalign affected small independent practices
  • The future of orthodontics is bright for the practice that adopts teledentistry technology
  • Address the growth of corporate dentistry and consolidation of practices

Listen here: https://pplpractice.com/episode-5/

About the Podcast:
The Survival Guide for Orthodontists, is the podcast that makes YOU the authority in Orthodontics in your community. Get ready for insights on how to compete on expertise and trust against mail order and retail orthodontics. It’s not always about the lowest fees. Dr. Leon Klempner and Amy Epstein, co-founders of People & Practice, know the business of orthodontics. They bring you insights, tips, and guest interviews focused on helping you thrive in a massively disrupted industry. Put more patients in chairs by competing on expertise and trust, not the lowest fees. The podcast is available on the People & Practice website, Apple Podcasts, and Soundcloud.

Bentson Copple & Associates Launches New Video Series

New Video Series Dr. Boomer & Dr. MillenniallBentson Copple & Associates is bringing years of orthodontic experience to its first digital video series, Dr. Boomer & Dr. Millennial: Generational Diversity, premiering on their YouTube channel. This series was created to help practices that have age-diverse groups of doctors and team members understand generational differences and offer fun inspiration as one works and leads their team.

It stars Chris Bentson as Dr. Boomer, who is based on Baby Boomer doctors born between 1946 and 1964. His character illustrates a generation known for having a strong work ethic, placing significant importance on professional accomplishments, and for being somewhat reserved from a social perspective. Playing opposite is Shannon Patterson, who stars as Dr. Millennial. Her character is based on the more typical characteristics of Millennial doctors who were born between 1981-1996. This group is viewed as confident, ambitious, achievement-oriented, and is known for being extremely tech-savvy. They additionally value teamwork and seek the input and affirmation of others.

This web series explores the diverse perspectives, attitudes, motivations, and needs of these two generations of doctors, along with the changing dynamics in an orthodontic practice setting. Tidbits of insight are presented regarding the differences between the generations by explaining the needs and expectations of an age-diverse workforce. By learning the motivations and generational footprint of each individual, doctors can leverage their own talents and capitalize on differences.

There are four generations in the orthodontic workforce. Shannon Patterson, Partner, CPR, CMSR, states, “I believe one of the challenges that practices face today is negotiating the differing behavior and values among doctors and team members who were born in different generations. The predominant groups I work with most are Baby Boomers and Millennials. These two generations grew up in different social and political eras that shaped their values and perspectives in the workplace. The reality is doctors of different generations view patient care differently.”

Chris Bentson, Partner, added, “Within each episode of the series, we’ll examine generational diversity in the orthodontic workplace, review some of the benefits and issues associated with it, and share some of the best practices based on our company’s experience.”

“This series offers a better understanding not only of hot button issues regarding orthodontic practice employment, associateship structure, and general practice/business leadership – but of how each generation addresses the issues based on experience and values,” said Laura Overcash, Director of Marketing. “We often take for granted what we believe is a ‘common’ understanding of everyday situations; however, it’s fascinating when you start putting age differences into perspective. While generational gaps may bring about some challenges for doctors, so long as there is a working, open relationship, age should be no barrier.”

To watch episode one of Bentson Copple & Associates’ Dr. Boomer & Dr. Millennial: Generational Diversity video series click here!

New U.S. Census Data and Trends to Watch

By: Shannon Patterson
The population changes every year in the United States. Generally we see a positive change with the overall populations meaning more births and deaths, however, a few states had more deaths than births according to the U.S. Census Bureau.

According to the Bureau’s factors that contribute to the 2016-2017 estimates for populations for the 50 states results are international and domestic migration and the “natural population change,” which is the net births minus deaths.

The results showed that two states, Maine and West Virginia, actually saw more deaths than births. Maine’s natural population went down by 0.9 residents per 1,000, while West Virginia’s dropped by 1.7 residents per 1,000. However, Utah had an excess of births over deaths contributing to why it’s ranked the third fastest growing state with natural increase.

Idaho was the nation’s fastest-growing state over the last year. Its population increased 2.2 percent to 1.7 million from July 1, 2016, to July 1, 2017. The next largest percentage increases in state population were; Nevada (2.0 percent), Utah (1.9 percent), Washington (1.7 percent), and Florida along with Arizona (1.6 percent).

The two fastest growing states Idaho and Nevada experienced “domestic migration,” which is defined by the number of residents who move into a state from another, minus the people who moved out of that state. The census showed that the Northeastern and Midwestern states tended to lose population due to domestic migration as more residents moved out of the state than into the state. By region, the Western and Southern states mostly saw gains from other parts of the country. States that saw dramatic increases due to domestic migration were Idaho, Nevada, Oregon, Washington, Arizona, and Montana.

Overall, the southern and western regions led America’s population growth. In 2017, 38 percent of the nation’s population was in the Southern states and 23.8 percent in the Western states.

A number of common factors affect migration patterns throughout the country. Residents move from state to state for economic and educational opportunities as well as quality of life factors and the cost of living. Many of the fastest growing states have midsize cities with quality school systems, low unemployment rates, and offer affordable housing.

To determine the fastest growing and shrinking states, the WSJ reviewed the one-year population change of all 50 states from 2015 to 2016 with data from the U.S. Census Bureau. Below is a list of the fastest growing and shrinking states in the U.S.

Fastest Growing
Idaho
The population of Idaho increased by 1.8% in 2016. Idaho has a relatively high birth rate, and natural growth accounting for about one-third of all new Idahoans in 2016. The remaining population growth was due to the large influx of residents from other parts of the country. A net total of 17,143 Americans relocated to Idaho in 2016, far more than in most states.

Utah
The population of Utah grew by 2.0% in 2016, nearly three times the 0.7% national population growth rate and the fastest pace of any state. Unlike most fast-growing states, the majority of Utah’s population increase was due to natural growth. Utah has the largest average family size in the country. While Utah’s high birth-to-death ratio accounted for most of the state’s population growth, Utah’s population also grew more from inbound migration than many other states.

Nevada
The population of Nevada increased by 2.0% in 2016, The state has sustained strong population growth over the past decade, growing by 16.5% from 2006 to 2016, nearly twice the 8.3% national growth rate.

Florida
Like many of the fastest-growing states, Florida’s rapid population growth was largely due to migration. About 9 in every 10 new Floridians either moved from another state or from another country.

Washington
Washington state’s population grew by 1.8% in 2016, more than twice the 0.7% national population growth rate. The state’s strong population growth over the past decade was accompanied by a large increase in their GDP. The states information sector such as industry giants including Microsoft, Amazon, and Expedia ignited the growth.

Oregon
Since 2006, Oregon’s population has grown at an average rate of 1.1%. Approximately 3 in every 4 new Oregonians in 2016 moved to the state from another state (domestic migration), with the remaining population increase due to natural growth. Many new residents likely came to Oregon for economic opportunity.

Colorado
Colorado’s population grew by 1.7% in 2016, among the fastest pace of any state. Like many of the fastest growing states, domestic migration contributed the most to the states rapid population growth. A net influx of 50,216 Americans relocated to Colorado in 2016.

Arizona
Arizona’s population grew by 1.7% in 2016, more than twice the 0.7% national population growth rate. Most of the state’s growth was again due to new residents migrating from another state. A net total of 61,544 Americans relocated to Arizona that year in 2016.

Fastest Shrinking States
West Virginia
West Virginia was one of two states to see both negative natural growth and net migration loss in 2016. West Virginia, which has one of the oldest populations of any state, has the highest death rate and one of the lowest birth rates in the country. Approximately 2,700 more West Virginians died than were born in 2016, accounting for one-fourth of the state’s total population loss. Most of the population loss was due to people leaving the state. Major factors causing people to migrate out of West Virginia were the high unemployment rates and poverty. In total, West Virginia’s population decreased by about 10,000 residents in 2016, the most of any state relative to population size.

Illinois
While the population of Illinois has increased nearly every year in the past five decades, the state’s population declined in 2014, 2015 and 2016. The state’s population shrank by 0.3% in 2016, the second fastest pace of decline of any state. A large share of the population loss was due to residents leaving the Chicago-Naperville-Elgin metro area. In a survey conducted by the Chicago Tribune, residents who had moved out of the city in recent years cited high taxes, unemployment, poor weather, and violent crime as primary reasons for leaving Chicago. The population decreased by over 37,508 residents with the majority of them being from the city of Chicago (19,570).

Vermont
The population of Vermont declined by 0.2% in 2016, the third largest contraction of any state. Most of the population decline was largely due to outbound migration. Approximately 2,000 more residents moved out of Vermont in 2016 than moved in, nearly the largest loss of any state when adjusted for population size. Vermont’s population growth was also impacted by the state’s low birth rate.

Connecticut
The state’s population shrank by 0.2% in 2016, the fourth largest decline in the nation. Connecticut’s population has declined substantially in recent years, with approximately 20,000 residents exciting since 2013. Unfortunately, many of the residents leaving the state are young, college-educated professionals. The population loss will likely hurt the state’s economic potential.

Wyoming
Wyoming was the only state to grow more from natural growth than the United States as a whole in 2016 and still have population loss overall. Approximately 2,800 more new Wyomingites were born than died in 2016, however, heavy outbound migration led to negative population growth in Wyoming overall. Overall 3,823 more residents moved out of Wyoming in 2016 than moved in, more than in any other state relative to population size.

Pennsylvania
While the U.S. population grew by 0.7% in 2016, the population of Pennsylvania shrank by 0.1%. The change was largely due to residents who moved out of the state; approximately 45,600 more residents exited the state than moved in making it one the largest domestic outflow states in the nation. Pennsylvania’s population loss was also partially due to the state’s low birth-to-death ratio. Overall, Pennsylvania grew less from natural growth than any state other than New Hampshire, Maine, and West Virginia.

Mississippi
The population of Mississippi declined by approximately 660 residents in 2016. The population loss was largely due to outbound migration to other states. Roughly 7,500 more Mississippi residents moved out of the state than moved in during 2016. While Mississippi had positive natural growth in 2016, the state’s death rate was relatively high, and the natural population growth was lower than the national average. Many residents exited the state due to the state’s low quality of life, and depressed economy. Today, over 20% of state residents live in poverty, the largest share in the country.

New York
New York is one of many Northeastern states whose populations are rapidly declining due to outbound migration. While the state gained a net total of 118,478 new residents from other countries, over 190,000 residents moved out of New York to another state in 2016 than moved in.


This article was featured in the August 2018 edition of The InSight, our monthly email published for orthodontic residents and doctors seeking practice opportunities. This monthly email provides news and information focused on the fast-changing orthodontic industry and its relation to current and future orthodontic careers, highlight commonly asked questions that are timely to the young orthodontic community, and provide a current list of available practice opportunities. Click here to sign up for the email.