Key Questions (+Answers)

 

Here's a list of key questions that you should consider asking yourself or others as you go through the process of buying a practice. By clicking on the "+" sign, you find an answer that has been provided by people that have gone through the same process. 

Consider the Following

As mentioned, the decision to purchase a practice should not be taken lightly as it involves personal investment, commitment and sacrifice. Careful consideration should be given to your personal and professional ambitions and how they may fit into your long-term life and family goals.

Remember that your ideal practice won’t be the practice that you buy; it will be the practice that you will mold from the practice that you purchase.

What are your personal and professional goals?

The purchase of a dental practice can be a life-changing decision for you, personally and professionally. It is important that you try to plan your future with the end in mind. Some questions to consider include:

  • How do you want to practise?
  • Do you want to be a solo practitioner or a long-term associate?
  • Do you want to practise full-time or cut down to part-time hours at some point?
  • What are your clinical interests and skills?
  • Do you want to pursue clinical work and/or teach?
  • Do you plan to be married; with or without children?
  • What is your “WHY”? – What is your driving force to pursue your professional and personal goals?

Your personal and professional goals are often interrelated and understanding what you may be looking forward to in the long term may help you make smart, rational decisions in the short term. Of course, we can’t predict the future with any certainty, but having a draft road map can help us steer ourselves back on course if we come across any obstacles or road blocks.

Where/what kind of community do you want to practice and/or live in?
Many times, graduating dental students may choose to stay in the same city as the dental school they attended or within a certain radius of the city while others will move back to their hometown or elsewhere. It’s important to realize that the lifestyle you’ve had as a student may not be the lifestyle you’ll have once you settle into a career, relationship or practice ownership. To this extent, consider the community where you may want to live and practise in for the future. Will your family and friends be close by? Will you have access to the hobbies or commitments that you are passionate about in your spare time? Are there other hobbies or activities that you would like to participate or cultivate and are they available easily wherever you are living and/or working?

Urban centres are saturated and the dentist-to-patient ratio is unfavourable. What aspects of a rural (non-urban) lifestyle seem appealing or unappealing to you as an alternative practice setting?
Given that most large urban centres are saturated with dentists with the dentist:patient ratio being approximately 1:600 in downtown cores, newly graduating dentists will need to consider moving to outlying areas of these cities. The 1:600 ratio will not allow you to have a viable practice. This may put you under more pressure to maintain your practice, pay its expenses and earn an income.

Alternatively, by going a few kilometres outside of a busy city or even in a more rural area, you will likely be busier with more patients, more revenue, and have lower expenses so your discretionary income will increase.

How will the location of your practice potentially impact your significant other and children?

This question ties back to understanding what your long-term goals may be and the dental market, in general. For some new graduates, this is a very real scenario. Sometimes married students and/or their spouses have left another profession or job for one partner to attend dental school. Now, after 4 years, it’s time for both partners to get down to business and they may need to make trade-offs so that each partner has opportunities. The right decision for each person or couple is only found after some reflection and an honest discussion with one another and/or with trusted family and mentors. The reality is that location is everything when you are looking for a practice. The location will determine your chances of buying a practice, its value and price as well as its potential growth. However, will both partners be able to work if you live in the same community as your future practice?

How far are you willing to commute daily, if you are unable or unwilling to live in a rural community? At what point will the commute become too long or unsustainable?

This is another important factor to consider. Once you own your own practice, there is a good chance that you will be working there for the next 20 years or more. If you are commuting 45 to 60 minutes each way daily, will you be able to do this consistently for years?

There are some dentists that will fly into remote communities every 2 weeks to provide dental services. In this way, they are providing care for these patients and still living where they want to, but on the other hand, they are not actually serving their community or building a rapport or a reputation with patients.

Will you be able to sustain your professional practice loan with your own personal debt load?

We are all aware of the high personal debt loads of new graduates. Unfortunately, the cost of purchasing a practice has also risen. It’s important that you have good debt management strategies and that you start to implement them early while you’re a student to build good habits for the future. Living within your means is key to managing your debt!

The allocation of your income will be divided into 3 categories: past, present and future. Income for the past is the repayment of loans. The income for the present is for your day-to-day living expenses while the income for your future is your savings and retirement funds. You will want to think about how you’ll separate your income into these three “time zones”. Consider the time frame and repayment structure that you’ll need to re-service your existing debt. Additionally, how will new professional debt (business loan) affect this?

While you may have different tax implications when you put your money to work borrowing for a practice loan, you will still need to ensure that the practice you purchase will be able to help you repay the loan (ideally within 7-12 years) and that you can comfortably draw an income for your present living expenses and to pay down personal and practice debts.

What kind of hours do you want to work?

Throughout your work life, the answer to this question will change. In the early stages of your career and with a heavier debt load, you may work as many hours as you can to pay down your debt and make ends meet. However, do you think that this will be the case in the next 10-15 years of practice or beyond? As your family or close relationships evolve, you may find that your perspectives on work time versus free time will change. You may strive for a different work-life balance than you had in the early years of practice ownership.

How many days of the week (or weekend) do you want to work?

Decades ago, it was common for new graduates to commit to working some evening and weekend hours. Nowadays, this is rarer as younger dentists do not want to practise in the evenings or weekends. While this is understandable, dentists need to realize that patients will actually dictate the hours you are open and working to some extent. If you want to be busy, you may find that you are open more retail hours to build a patient base and following. Later, you may alter your hours to suit your lifestyle and needs. Remember that there are often more dentists than patients, so if you aren’t willing to work or open a few evenings or the occasional weekend, other colleagues will be and you may lose some patients.

What type of dentistry will you practise? Are you a specialist or hoping to develop a particular niche even within general dentistry?

When purchasing a practice, unless it is a specialty practice, the type of dentistry is not limited to what the previous dentist was providing. The limits are based on what you are able to do, want to do and what your patients want. You may find after a few years of practice that you would like to develop a niche practice (TMD, cosmetic dentistry, etc.) Again, this will be determined as you develop a passion for a particular aspect of dentistry and/or the needs of your patient population.

Therefore, when you are considering whether to purchase a particular practice, it is important that you have an idea of how the treatment approach of the previous owner will align with your own clinical skills and interests. It is especially important that you have an idea as to whether the change in dentists is likely to result in an increase or decrease in revenue post-sale.

Which practice model appeals to you—Sole proprietorship? Group? Cost-share? Partnership?

As a sole proprietor, you have more control over how you run the practice and the business. However, it can be lonely at times and you may not be able to keep up with the new technologies, techniques and norms in practice as your focus is on your practice. It is important to note that, these days, most sole proprietors are incorporated and own a professional corporation (PC) to take advantage of tax laws. Take advantage of the lower corporate tax rate of small businesses in order to pay back any outstanding loans you may have faster.

It’s important for you to know who you are working with, and if you can work with the other person(s) especially if you enter into a group or partnership situation. True equity-based partnerships and group practices are becoming less and less common. The tax laws discourage this and in a partnership, it can become very difficult and awkward if one partner wants to sell his/her half earlier than the other partner. There can also be relationship breakdowns if the partners evolve divergent practice and business philosophies over the course of the partnership.

If a “partnership”-type arrangement is more comfortable for you, cost-share agreements are a better option. This relationship ensures you retain most of the autonomy of your own business, but shared costs related to the reception staff and/or office manager, X-ray machines, sterilization centre, space, utilities and sometimes, the hygiene department can be shared. In the case of hygiene, the revenues would also be shared among the cost-sharing partners. This arrangement may make practice ownership more affordable.

Why should I care about the culture or the “fit” of the practice?

First, what is culture as it relates to a practice? You can gain insight into the culture of a practice by understanding its vision and mission statement. By listening to the staff interact with patients in the office or on the phone will also give you insight into the personalities of the team members and the patients. This will also help you deduce the leadership style that is at play within the office. You want to have a culture or “fit” that meshes with your personality and style. Just remember, that the culture may evolve over time, especially if the leadership style changes.

Practice philosophy will also play a role in “fit”. If you buy a practice where the previous owner “observed” many lesions or did not do much more than bread-and-butter restorative dentistry and you are more aggressive and like to do full-mouth reconstructions and implant dentistry, there may be some hiccups along the transition as the treatment and practice philosophies may clash. Additionally, this will also impact patients that may not agree with your approach or that may require further education regarding your treatment philosophy.

You may also want to consider the reputation of the dentist and dental practice in the community. A well-established practice with good reviews from patients or specialist dentists or labs will set you up for success in the long-run.

Finding a Practice

Once you’ve decided to take the plunge, you’ve got to get yourself organized to find the practice that is best suited to your needs.

Do you have a mentor or more experienced colleague that you can lean on for advice or support if you should so require?

This is an invaluable resource for new dentists and new practice owners. When you are in the thick of things and feeling overwhelmed or stressed, it can help to discuss ideas, issues and possible solutions with close friends, colleagues or mentors that are dentists to feel less isolated and gain clarity as well as insights on your own particular situation. No one knows better what you may be going through than someone who’s gone through it before.

As professionals, we are also fortunate to have other services available to us through our provincial dental associations and CDSPI.

You may also find mentors in your support network like your accountant or banker who may be able to guide you in financial matters.

Do you have a support system external to your professional life to help you cope with the ups/downs of ownership of a practice?

Aside from professional services, it is essential to have your own support system outside of dentistry to help you through both the good and bad times. This may be come in the form of your family, spouse, friends, volunteer work or religious groups. The important aspect here is to realize that you are not alone and others will be willing to help you if you let them in.

Do you have good legal and accounting services lined up?

It’s generally accepted that when you’re considering purchasing a practice that you will need both an accountant and lawyer that have a wealth of experience in the dental industry. Previous experience with dental practice transition is the single-most important factor in choosing you professional advisors. These two professionals will be able to point out potential red flags that you may not even be aware of.

Your accountant will be able to make projections based on the numbers, including cash flow, of the practice to let you know if the price is worth the ROI. Your experienced lawyer will help you negotiate the sale and different clauses pertaining to transition, employees, the way monies are handled during the sale and transitions and with the general due diligence of the practice before you finalize the purchase agreement.

In addition to these two professionals, you may also want to consider the services of a broker, a realty/lease specialist and a banker. A broker can help you determine if this practice makes sense for you to purchase while the realty/lease specialist may be able to help you avoid signing a lease with unfavourable clauses. Your banker can help you determine the price range of practices that are within your reach and financing. Typically, the standard rate of financing offered by the 6 major Canadian banks, who are interested in this particular space, will be the appraised value, with or without a line of credit, at the prime lending rate amortized over 10-12 years. Alternatively, they may allow you to pay interest only for the first 1-2 years and then, amortize the loan over the remaining term. This can make a purchase more affordable.

Forward-thinking owners will also want to have resources such as business coaches and consultants on their side to help them set, keep and stay accountable to their business goals and how to maximize profitability. As dentists, we are trained to perform dental procedures and optimize our patients’ oral health. We are not trained in business or how to run one.

Is the building where the practice is situated leased or owned by the buyer?

Usually, the valuation will disclose whether the premises are leased or owned by the dentist. There are pros and cons in each situation. Most often, accountants may favour ownership as there fewer risks than leasing a space and there can be tax advantages, as well. However, many successful practices are located in leased spaces. Your support team of professionals will help you determine the best scenario for you.

When considering the purchase of a practice that is in leased space, it is crucial that you read the lease very carefully. Commercial real estate leases are long, complex documents that require some expertise. Generally, the lease should be for a term of at least 10 years and it needs to match the term of your purchase loan otherwise, banks may not be willing to lend you the money to buy the practice. Ideally, you want to have exclusivity so no other dental office comes into the building or mall, as well as a good term of renewal. Other important clauses are the demolition and relocation clauses which can affect the long-term viability and value of the practice. If there is a realistic chance of demolition, the banks are unlikely to give you financing for 10–12 years. The costs of relocating a practice are extremely high and the process can be very disruptive to you, your team and patients, alike. Additionally, other clauses may include a future fee for parking on the premises which will be passed on to your patients. To avoid such costly surprises, READ the lease very carefully and seek help from a professional if you don’t understand something.

All of the major and many of the smaller commercial landlords are now routinely including both demolition and relocation clauses in their leases or lease renewals. Managing this situation is one more reason why you need the help and advice of lawyers, accountants, bankers and brokers who are experienced and specialized in the business of dental practice.

When purchasing a practice that is leasing space, it is also important that the lease is assignable to a new owner in case of a future sale. In the current environment, leases are much longer, and have onerous language that may be difficult to interpret. Some landlords may have little incentive to assign leases, and may ask to see the sales contract and may even ask for a percentage of the sale. However, most landlords recognize that dentists make good long-term tenants and are reliable and will not have an issue assigning the lease. It is good to know that the landlord may write in the assignment clause that if he/she does not like the new tenant, the lease can be terminated.

Remember, the point at which you have maximum leverage with a landlord is when you are negotiating a new lease so take advantage of this opportunity.

What are the terms of the sale? If the building is owned by the vendor dentist, will you have a chance to purchase the building?

Usually, the valuation will disclose whether the premises are leased or owned by the dentist. There are pros and cons in each situation. Most often, accountants may favour ownership as there fewer risks than leasing a space and there can be tax advantages, as well. However, many successful practices are located in leased spaces. Your support team of professionals will help you determine the best scenario for you.

When considering the purchase of a practice that is in leased space, it is crucial that you read the lease very carefully. Commercial real estate leases are long, complex documents that require some expertise. Generally, the lease should be for a term of at least 10 years and it needs to match the term of your purchase loan otherwise, banks may not be willing to lend you the money to buy the practice. Ideally, you want to have exclusivity so no other dental office comes into the building or mall, as well as a good term of renewal. Other important clauses are the demolition and relocation clauses which can affect the long-term viability and value of the practice. If there is a realistic chance of demolition, the banks are unlikely to give you financing for 10–12 years. The costs of relocating a practice are extremely high and the process can be very disruptive to you, your team and patients, alike. Additionally, other clauses may include a future fee for parking on the premises which will be passed on to your patients. To avoid such costly surprises, READ the lease very carefully and seek help from a professional if you don’t understand something.

All of the major and many of the smaller commercial landlords are now routinely including both demolition and relocation clauses in their leases or lease renewals. Managing this situation is one more reason why you need the help and advice of lawyers, accountants, bankers and brokers who are experienced and specialized in the business of dental practice.

When purchasing a practice that is leasing space, it is also important that the lease is assignable to a new owner in case of a future sale. In the current environment, leases are much longer, and have onerous language that may be difficult to interpret. Some landlords may have little incentive to assign leases, and may ask to see the sales contract and may even ask for a percentage of the sale. However, most landlords recognize that dentists make good long-term tenants and are reliable and will not have an issue assigning the lease. It is good to know that the landlord may write in the assignment clause that if he/she does not like the new tenant, the lease can be terminated.

Remember, the point at which you have maximum leverage with a landlord is when you are negotiating a new lease so take advantage of this opportunity.

The Details

We’ve all heard the saying, “the devil is in the details.” This holds true when you are seriously considering buying a practice. Do not be afraid to ask as many questions as you need to because this is a huge investment!

Is there a valuation?

In the current environment, a valuation is very helpful and important. It gives you basic information about the asset you are looking to purchase and banks will want a valuation from a recognized evaluator before they commit to giving you the funds to buy the practice.

There a few different methods to valuate a practice.

  1. Market comparison approach

This is very similar to the way houses are valued. However, this approach can require a lot of manipulation and adjustments because dental practices are seldom, if ever, similar in all their important parameters.

  1. Asset method

The value of all assets are obtained including the equipment, leaseholds, hardware/software/IT and the goodwill. As with the market comparison method, determining the value of goodwill as a separate asset can involve a lot of subjective adjustments. Then, the practice is ascribed a value.

  1. Discounted cash flow

This is normally applied to a business generating a certain amount of income. The normalized or adjusted cash flow is determined and then, reasonable, supportable projections of what the future, post-sale cash flow are done. A discount rate, which is similar to an expected rate of return on an investment, is then selected and applied to a 10-year projection of net cash flow. The discount rate is determined by several factors including: what other practices in that area are currently selling for: the demand for practices of a similar type; and the risk factors for a buyer of that particular practice.

  1. EBITDA

The EBITDA multiple is an approach that uses the “earnings before income tax, depreciation and amortization” to determine the profitability of the practice and therefore, the value and practice purchase price. It is similar to the Discounted Cash Flow methodology and it is the basis upon which most businesses are evaluated. In Ontario and urban areas of BC and Alberta, the value is generally a multiple of 5–6 times EBITDA. In the Atlantic and prairie provinces, the range is 2.5–4 times EBITDA. The majority of corporate practice purchases are based on the EBITDA multiple/discounted cash flow techniques.

With respect to the valuation, do the numbers make sense, overall, for the potential of the practice moving forward?

As mentioned above, a valuation is required to move forward with a purchase. The valuation will give you a baseline, but don’t forget that the valuation may be calculated differently by different brokers. It is important for you, as a purchaser, to understand how the value was determined and if you have any questions, ask the broker.

While the valuation is important for you to assess the potential of the practice, it is also essential that as a buyer, you calculate your own revenue projections based on the purchase price and amortization rate to determine what is and/or where the opportunity to grow especially since in the current environment, there are many financial and time demands on dentist owners.

What is the upside/downside of the practice you are looking at? (Consider factors like monthly cash flow, patient demographics, number of active patients, the accounts receivable, production (broken down by provider), services offered in the practice, services referred out.)

The monthly cash flow should be separated out into hygiene services and dental services. Hygiene revenue varies across Canada because the different provincial suggested fee guides have significantly different fees for hygiene services.

It is important that you determine what the average range for hygiene services is in your area, and the best metric for assessing the hygiene in a practice is the dollar amount of hygiene services per patient per year. Barring any changes to personnel and systems, hygiene revenue in a general dental practice should remain steady after a transition.

The same is not true when there is a change of dentist, but the same metric should be used for determining the likelihood of a post-sale downside or upside for the dentistry in a practice, that is, the dollar amount of dental services per patient per year.

When looking at the patient demographics, look at the percentage of insured patients, patients on government assistance, and age ranges of the patients. Most patients under the age of 40 require less dental work than the older patients.

Given the surplus of dentists in many areas of Canada, patients are the most valuable asset when purchasing a general practice. The number of active patients is considered to be an important metric. However, recognize that active patients can be defined in many different ways and over different time spans. Make sure that the appraisal has defined the patient count and that it is accurate. Many experts suggest that 250 active patients is enough to sustain one dentist and one hygienist one day per week, so 1000 patients that are seen in a one year period would keep one dentist and one hygienist busy 4 days/week.

The number of new patients that come into a practice per month is equally important. The number of new patients will determine whether your patient base and practice is growing, stable or declining. The average attrition rate of a general practice is approximately 8%, so the number of new patients coming into the practice should be at least 8% to maintain the current trajectory of the practice.

In past times, the wisdom of the crowd suggested that accounts receivable (A/R) should not be more than a month’s worth of production. However, with electronic fund transfers, insurance companies depositing directly into practice accounts and other reliable banking services, the A/R should not be more than 10 days of production. If it is higher, this should alert you to the fact that the practice is not proactive in collecting co-payments and may set you up to inherit a less than desirable situation.

The production by provider will give you a breakdown of not only who is producing what, but what services are being provided in the practice. This can help you determine if there is room to grow, evolve and what changes may need to be implemented in the future.

Similarly, by understanding what services are referred out, you will see what opportunities there may be for you to take, add back or take some advanced training so you can offer them at a later date.

Prospective buyers should also look at the profit and loss report of the practice as the categories of expenses will be listed. This gives you insight into what the practice is spending on various things, but most importantly, supplies, rent and the salaries of team members. The ranges for these expenses vary by geographic location and are normally about 7-9%, 5-7% and 25-32% of revenues, respectively. By analyzing these numbers, you may find there are opportunities to improve the bottom line or they may raise red flags.

Why is this practice for sale?

Most often, practices are listed for sale because the owner dentist wishes to slow down and retire. At times, the owner dentist may have a drastic change in his/her life such as a chronic illness or having to care for a loved one with a chronic illness. Alternatively, there are dentists who wish to make a change in their lifestyles and do not want the responsibilities of practice ownership anymore. There have also been cases where the owner dentist cannot sustain the practice anymore and may not be able to keep up with the pace of the practice.  All of these situations are plausible and each seller’s reasons are unique to him or her.

As a buyer, look at the opportunity and assess the viability of the practice for your own situation. The reason the practice is for sale may be less important than your reasons for buying it.

What is the transition strategy for the new owner to take over from the current owner?

A wise approach during transition is basically to continue status quo for at least a year and avoid making any drastic changes to the look, feel and personnel of the practice. The key is not to scare off patients as change is hard for everyone, but especially for patients who have been coming to the office and seeing the same practitioner for several years. It is also advisable to keep the selling dentist on as an associate, often on a part-time basis, for a period of a year to help transition patients to the new owner. If patients see that the previous owner has taken you, the new dentist, under his wing and is introducing you personally to patients, it will go a long way in instilling confidence in the patients as well as the current staff. Essentially, it is about creating a “win-win” situation for you, the new owner, as well as the staff and patients.

Is it a good location – visibility? Wheelchair accessible? Parking? Bus access?

When determining whether a practice is a good opportunity or not, physical location plays an important role. Ideally, you would look for a practice in a retail location like a strip mall or within a mall. A practice on a main floor or a building as opposed to one on the third floor of a building will get more foot traffic and have more visibility. Practices that are wheelchair accessible, have free and ample parking as well as a bus or metro stop nearby will have definite advantages and are more sought after.

Are you capable of continuing on the same pace and able to carry out the types of clinical procedures and expectations that are currently being carried out? Is there room for you to add value if you are able to do certain procedures in office that are currently being referred out of the office.

This is an extremely important aspect when you are assessing or evaluating a practice as being a good fit for yourself. Have your broker or accountant determine the normalized cash flow so you can see what cash flow you can expect if you change nothing and keep pace with the practice in terms of procedures and similar time units on a per patient per year basis. Obviously, as a new grad or less experienced dentist, you will want to make sure that you don’t get in over your head. This is where having the selling dentist stay on for a transition period may help you to maintain more or less the same production while you adjust to the new practice.

You will also want to know what the production per patient per year is. The average varies across the country. It is approximately $620 in Ontario. If the number is lower than the average in your area, there is opportunity for you to duplicate and grow what is happening in the practice currently. If the number is higher, as a new owner you may not be able to provide the same higher end services that may be performed in the practice and/or there may not be much work left to do in the current patient pool.

If you have the skill and confidence to do molar endo, some periodontal surgery and/or remove wisdom teeth and these procedures are currently referred out, there is an opportunity for you to add more value to your patients as well as to the bottom line of the practice.

Will it require investment right away for new equipment, technology etc.?

As part of your due diligence, it is reasonable to review the equipment and technology that is in the office to ensure it is well-maintained and in good working condition. It is not unreasonable to have a service technician assess the equipment etc. Depending on the findings, you may have some room for negotiation with the selling dentist.

Many times new owners will buy a practice and assume that if the equipment is a little older, it needs to be replaced. In fact, if the older equipment is working fine, it is better to work with it and replace it as required when it fails or can no longer be repaired. Remember, the patients that have been coming to the practice are used to this equipment. The one investment that some practices will require sooner than later is digital radiography for various reasons including delivering lower dosages of radiation to patients.

Do they collect insurance copayments or “write them off”?

It is illegal to write off insurance co-payments and not collect them. This constitutes insurance fraud. It is important that, prior to finalizing a sale agreement, you are aware of the financial policies of the practice. New buyers should ensure that the sales agreement indemnifies and protects them from any fallout over the practices of the previous owner dentist.

Are you associating in a practice that may have potential for you to buy-in?

If you are an associate in a practice that you feel may be a good practice for you to purchase in the near future or buy-in, it should be discussed openly with the practice owner(s) and appropriate clauses be written into the associate agreement.

How heavily “insurance-based” is your practice?

This will vary from practice to practice across the country. Ideally, most dentists would prefer to have a large percentage of patients with some insurance coverage. This information can be mined from the software.

How busy and stable is the hygiene side of the practice?

Hygiene is an important component of the practice and can be very profitable for the practice. After accounting for the wages and supplies in the hygiene department, the profit margin is usually higher compared to the dentistry component of the practice. A stable hygiene department usually constitutes about 25-40% of the overall production of the practice.

Should you consolidate personal debt with professional debt?

This is a question that is best answered by your financial advisor and/or accountant. There will be tax implications for you whether you consolidate or separate your personal and professional debt.

How to do your due-diligence once the letter of intent is accepted?

Once your letter of intent has been accepted, you can do your due diligence. Using the software, you can mine the data and it will be more reliable than doing a manual chart audit. You can still use the charts to get an idea of what treatment is diagnosed and rendered; however, you will not see trends. Reviewing radiographs will help you see the dentistry and if there any gaps in diagnostic philosophies. (Perhaps you would restore a lesion versus observe it.)

There will also be a legal aspect to the due diligence to ensure there are no liens against the practice, outstanding human resources issues or unethical financial practices occurring.

Can the method in which data is collected and analyzed in the appraisal affect practice valuation? if so, which part of the appraisal is prone to manipulation?

As explained, there are various ways of valuating a practice. As such, depending on the method used, the appraisals may be different.

How profitable are dental practices given the increase in valuations?

With the increase of dental corporations in the industry, practice owners have the notion that they will receive a good payday or high value for their practices when they sell. While that may be true in some cases, this is not always the situation. Anecdotally, it seems that the largest dental corporations seldom pay top price for a practice. In fact, some practices were sold for less than if they had been sold on the open market.

However, the profitability of dental practices is still very good even in a market where prices are high or inflated. As an example, dental corporations are investing large amounts of corporate dollars in dental practices because even if they do pay top dollar for a practice, dental practices are good investments, overall. Depending on the EBITDA multiple at which the practice was bought, the corporations and you can still earn a good (14-20%) return-on-investment at the current higher purchase prices.

What are the recent market trends? Where do you get such info?
Insights about market trends can be gleaned from speaking to different practice brokers who know the industry well. The provincial dental associations have economic reports that will help you understand what is happening in your province and perhaps, even your region. Dental sales representatives are tuned in to what is happening and often have real-time information that they can share with you. Information is readily available as long as you are willing to ask the questions.

A good tip is to register with the various practice brokers so that when a new listing in your area gets posted, you will be notified. When that happens, ask to see the appraisal so that you familiarize yourself with appraised values for practice, what is available and the various valuation methods.

Have you researched the community and new development plans in the future? Is there anything else drawing the patients to your area of practice such as a mall or nearby shops with good anchor tenants? Is there physical space for expansion in the current practice? (Are there extra ops that are currently empty, or any available space should you choose to expand and grow the practice?)

These are all very good factors to consider when purchasing a practice as they will give you an idea of the potential for future growth of the practice. Whenever possible, make some phone calls and find out what the zoning around the practice might be, if there is potential for another dental office to open up in close proximity etc.

Additionally, when evaluating the physical layout and space of the practice, look for opportunities that may exist to add more operatories and/or hours, in the future. Dental sales representatives are, again, a very good resource. Most of the large dental manufacturing/distribution companies are able to help with renovations and project management.

Is the sterilization equipment up to date?
This is very important and could prove very expensive if you needed to replace several items in order to meet the new sterilization requirements in your province.

Will the branding of the office need to be changed once the practice is sold?
Legally, the name of the practice may need to be changed at the time of sale. If this is the case, consider the cost to rebrand including physical signage, website, and social media. However, in most provinces, the name of the previous owner can be left on the practice for at least one year and this can be made a condition of the sale. As mentioned earlier, it is better to hold off on major changes for at least a year.

Is there an associate and do they intend to stay when the practice is sold? How long have they been with the practice and will it negatively impact the value if they leave?

This is key information to have. If there is currently an associate, it is imperative that the associate have a contract and the contract should have clear, reasonable and enforceable non-solicitation and non-competition clauses (e.g. restrictive covenant). The associate will have built up a certain amount of goodwill depending on the length of his/her tenure and you want to minimize the potential of patients leaving the practice if the associate resigns and opens a practice nearby. The lack of an associate agreement may negatively impact the valuation of the practice due to the inherent risk of the associate taking away patients from the practice.

What do you know about the tenure of the staff and their remuneration?

Usually a valuation will list the employees and their positions in the practice as well as their salaries. It is also good to know how much vacation each member is entitled to as sometimes, more senior members of staff are allotted more paid weeks than other team members. It is generally better if team members have been part of the practice for a longer period of time as it indicates that the practice is stable. Also, there is a better likelihood that the patients have developed a good rapport with not only the owner dentist, but also the team. This latter relationship will help new owners transition into the practice once they gain the trust and respect of the staff.

Do all current employees have contracts?

It is ideal if all current employees have contracts. Labour laws vary among provinces, but generally, it is to a new owner’s advantage if the employees already have existing contracts and the contracts can be assigned to the new owner. The caveat to this is that there should be a limiting liability clause in the case that an employee is dismissed, otherwise the new owner dentist will be responsible for covering all termination pay for an employee he may only have had in his employ for a few years. This can represent a liability of tens or even hundreds of thousands of dollars. Your lawyer will want to check this area for you and help you to navigate how this potential liability can be best handled.

Has the staff been trained regarding health and safety requirements? Are there manuals in place or will these need to be developed? All the necessary equipment to meet current standards?

As a new owner dentist, you may not be up to speed on all the health and safety requirements that are expected of your clinic. If the staff has been trained and certified, it is helpful as it will lessen the load on you immediately as you take on ownership of the practice. The final accountability will rest with you as the owner dentist so you must ensure that all infection control, radiography, health and safety standards etc. are met. If the office has written protocols and standards, it would be best to review them and ensure they are correct.

The sales agreement will usually have a clause stating that the practice conforms to all health and safety regulations.