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Bruce Bryen is a certified public accountant with over 45 years of experience and is a part of Baratz & Associates CPAs. He specializes in deferred compensation, such as retirement planning design; income and estate tax planning; determination of the proper organizational business structure; asset protection and structuring loan packages for presentation to financial institutions. He is experienced in providing litigation support services to dentists with Valuation and Expert Witness testimony in matrimonial and partnership dispute cases. He is also a financial writer for several dental journals. You may contact him at 609-502-0691 or at Bryenb@baratzcpa.com.
Practice sellers can report findings in reports and offer the upside of what had occurred during the normal times to assist in overcoming the negative results of the virus.
As the pandemic continues and more and more dental practices are suffering financial and emotional losses, owners of these practices are subtly forced into selling their offices. The trauma of day-to-day ownership and its worries about employees, patients, cleanliness of the office, and the financial fallout from these problems have created a “no win” situation in the minds of many of these owners.
Having reached the point of no return for the dentists, they are now looking to sell their practices and hope for the highest price and best terms they may get. Their own dental CPAs and other financial advisors are probably requesting that the dentists retain an expert to prepare a practice valuation in advance of meeting with any potential buyers. Practice owners with the valuation are assisted in determining the price for listing the practice with a broker too. This report would give them an idea of what their practices are worth. The evaluator will be preparing a report that will probably be like no other that he or she has ever written. The main reason is the substantial reduction in gross revenue and earnings that the dental practice is experiencing because of COVID-19 and the effect it has had on dental practices’ financial results.
The analysis of a dental practice’s past operations is an important factor that must be considered when the valuation is being prepared. The methodologies used in the valuation are critical when the computation of value is being undertaken. The present situation should be explained in great detail and should not be so heavily weighted that the actual value is reflected solely by the most current year’s results. The pandemic has substantially reduced the most recent reports of operations compared to the past. Relying on this year is most likely a grave error on the evaluator’s part and undermines the real value of the practice. A potential buyer is almost always interested in whether the operating profits will pay for the acquisition debt and leave enough cash flow to allow for a comfortable lifestyle for him or herself. An improper reporting will dramatically affect the seller on a long term basis.
What Meaning Should be Made of the Results of the Valuation?
Without understanding the actual net earnings of the dental practice at issue, it is almost impossible to know whether the valuation is accurate. Without that information, understanding what a transition price should be is a guess. The “normalized earnings” of the office are one of the most important items to understand, as it is the benchmark for almost all of the other calculations and ratio comparisons in the valuation.
Comparing the dental practice valuation to other similar practices for gross revenue, net operating profit, goodwill, and the like will reveal how a practice under consideration will fit into those transition plans for the buyer and seller. The comparison will let the buyer know whether the practice has a strong possibility to prosper by regaining its profile previous to the pandemic or to continue to struggle. Not adding back charges unnecessary to operate the practice will reflect lower net earnings to repay the acquisition debt. It will also limit the potential purchaser from seeing what they will have to support the expected lifestyle assumed from the acquisition.
The offering price and the acceptance of that price depend greatly on the valuation results and the add-backs of expenses paid and written off by the practice but not necessary to operate it. The ratio comparisons of the valuation will be distorted compared to other similar practices sold with comparable characteristics but without adding back unnecessary overhead to profit. Examples of practice expenses that are not needed for a successfully functioning practice include salaries to family members who may or may not perform the duties satisfactorily in their job descriptions. There may be excessive owner salaries paid to reduce the taxable profit of the dental practice. Retirement plan expenses to family members and excessive payroll tax liabilities are additional expenses not necessary to operate the practice and should be added back to increase the “normalized profit.”
Sometimes excessive rent is paid to the owner to reduce his or her social security taxes. There may also be unnecessary seminar and educational travel expenses for the owner and family written off by the practice but are not needed to support its growth or success. These items can substantially increase the profit of the practice that, in turn, increases the value of the practice and the subsequent transition price.
Considerations to Take During a Pandemic
It is important to evaluate the dental practice with the COVID-19 results included, but not so heavily weighted as to misinform a potential buyer and the seller. Using methodologies that reflect what has occurred at the practice but considering the trends from previous years is an attribute that the experienced dental practice evaluator understands. Suppose the operating results of the dental practice for the last few years have shown an upward trend in gross revenue and normalized earnings. In that case, the problems caused by the pandemic must be considered an anomaly for the results of operations.
On the other hand, if the normalized profits and gross revenue have been on a downward trend, it may be that COVID-19 and the financial results could have occurred anyway under normal circumstances. A lower dental practice valuation because of the effects of the virus is probably what all valuations will present during the 2020 results of the financial affairs of the practice. By delving into the valuation and its reporting, methodologies, and presentation about the past, the lower value will not be looked at as the end of the negotiations for the transition. The seller will be able to report the findings in the report and offer the upside of what had occurred during normal times. That upside should assist in overcoming the results of the virus and its effect on dental practices.