CHAPTER 5
Valuing Practices
Price is what you pay. Value is what you get.
Warren Buffett
Existing dental practices have value for dentists who want to begin a practice. They can avoid start‐up problems and gain a continuing business with patients and cash flow. The problem is deciding how much they will pay to buy an ongoing practice compared to other professional options. In this sense, the actual price is irrelevant. “How much does the practice cost?” is the wrong question. The right question is “How much will I make while I pay off the practice loan compared to other options?” A dentist can live comfortably while paying off a practice loan if a practice is fairly valued.
WHY VALUE A PRACTICE?
There are several common reasons dentists might want (or need) to set a value for a dental practice. Unfortunately, the most common is to figure out the value of shared assets in a divorce settlement. As a rule, all assets gained in a marriage are common assets, and spouses must divide the value in a divorce. (Some states consider them to be personal assets.) The dental practice is often an essential and contentious marital asset to divide. A dentist may also want a value attached for buying (or selling) the entire practice or buying into a practice as an owning partner. The third common reason for valuing a practice is for general financial and estate planning purposes. If, for example, someone wants to know how much retirement income to expect from the sale of a practice, they need an accurate estimate of its value.
A dentist will probably use someone who is an expert in practice valuation to help in setting a price and in the practice transition. They will do this once or twice in a career, and the experts do it many times a year. They know how to set reasonable values, find buyers, and set up financing plans and tax compliance. Dentists should concentrate on their area of expertise, clinical dentistry, and hire a consultant to help with other business areas.
GENERAL RULES OF PRACTICE VALUATION
There are several general rules to remember when valuing practices.
VALUE DOES NOT EQUAL PRICE
The value of the practice is an estimate of its financial worth. The value depends on the formulas used to determine that value. The price for the practice is determined by how badly the seller wants to sell and how badly the buyer wants to buy that practice. If a practice is in an isolated rural area, few people may be willing to move to and live there. The seller in this case would be much more willing to sell the practice for less than the financially determined value.
THE BUYER IS BUYING THE INCOME‐PRODUCING CAPACITY OF THE PRACTICE
The buyer does not buy dental chairs, handpieces, x‐ray processors, or patient charts. What they buy is the proven ability of the practice to make money. All the assets are incidental to (though supportive of) that purpose. A practice that makes no profit has zero value. A buyer might purchase the physical assets (equipment), but there is no value placed on the ongoing concern of the practice. A sizable gross production with corresponding significant expenses may lead to no profit or a loss, where the owner is essentially working for free. Gross production, then, is not a good determinant of the value of a practice. As shown on tax returns, net income is a much more helpful determining factor. A common pitfall is a departing dentist claiming that the practice is much more profitable because they have consistently taken a certain amount of cash per year out of it in unreported cash. The seller claims the price should be much higher than the numbers warrant. The purchaser cannot verify these illegal activities, so they must disregard them in the valuation estimate.
THE PRACTICE VALUE IS THE “FAIR MARKET VALUE”
The Internal Revenue Service (IRS) definition of the fair market value (FMV) of any transaction is the “price that property would sell for on the open market. It is the price that would be agreed on between a willing buyer and a willing seller, with neither being required to act, nor having reasonable knowledge of the relevant facts” (IRS Publication 561). Essentially, this says that the value is whatever the seller can get for it in an honest transaction on the open market. The price paid becomes the value. The FMV is related to the motivation of both the buyer and the seller.
A DENTIST DOES NOT BUY THE PRACTICE’S “POTENTIAL”
A buyer purchases the expectation that the present or historical profits will be transferred to them. Future profits are uncertain and depend primarily on the buyer’s ability to improve the practice. Many purchasers end up overpaying for a practice based on the misguided belief that they should pay for the practice’s potential. If a new dentist doubles the profit in a practice, they should reap the rewards of that increase, not the departing dentist. So, a purchaser only buys the proven profits from the practice.
METHODS OF VALUING ASSETS
Several methods help determine the value of the various components of a practice. Each has strengths and weaknesses.
- The fairest method is the FMV. The FMV is an estimate of the willing buyer and willing seller method already described. Another way of viewing FMV is to think of an estimated price that someone would give at an auction, with interested, informed people participating. There are no “blue book” values. There are rules of thumb for determining FMV, some useful, some less so. Until the asset trades hands, neither the purchaser nor the seller knows its value.
- Replacement value is the cost of replacing the equipment with a new, similar asset. This method overstates the value because the asset sold is generally not new, and used assets need more repair and maintenance than new ones. A problem with this method is that there may not be a new similar asset from which to learn the value.
- Accountants often use the book value to calculate the value of assets. Book value is the purchase price reduced by any depreciation or amortization charges taken against the asset. For example, a dentist has a dental chair that they bought new for $20 000. After three years, the dentist has taken $13 000 in depreciation expenses. The value “on the books” (book value) is $7000 ($20 000 – $13 000). The problem with this method is that it is primarily determined by the depreciation method used. This is determined by the IRS estimate of a “useful lifetime,” which may bear only passing similarity to the actual useful lifetime of the asset. Some methods speed up the depreciation deduction for tax purposes. To solve these problems, some accountants use an “economic depreciation” figure, which tries to account for actual useful lifetimes and depreciation methods. Although better than a straight book value method, it is still subjective, although accountants claim it is less so than appraisal methods. In the preceding example, the dental chair may have an actual useful lifetime (economic lifetime) of 15 years, although the owner depreciates it (for tax purposes) over 7 years. The “economic depreciation,” based on a useful economic lifetime of 15 years, is 3/15 × $20 000 or $4000. Based on this economic depreciation, the “adjusted book value” of this asset is $16 000 ($20 000 – $4000). If the adjusted book values of all the office assets are added, an estimate of the value of the tangible practice assets can be derived. Similar calculations for financial assets, such as accounts receivable, can also be derived.
FOUR ASSET CLASSES
In valuing practices, a value may need to be placed on each of the four classes of assets (Box 5.1).
Physical (Tangible) Assets
These assets include in‐place physical assets such as equipment (dental operatory and office), leasehold improvements, and furniture and fixtures. (This is usually a small part of the value of a practice.) Any methods can be used to value these assets, but the best is to have a reputable equipment dealer estimate the assets’ FMV. All these assets should be free of liens, loans, or other encumbrances. That is to say, the seller must pay off any loans and clear any liens on all of the assets they sell.
Consumable supplies (inventories) can be valued by taking the purchase cost less useless supplies (considering shelf life). This is easy but time‐consuming. Another estimate of the FMV of supplies is $8000 per dentist. This is also a small part of the purchase price, so the buyer should not worry about it (i.e. do not count matrix bands).
Placing a value on the leasehold improvements to the office is a disagreement in many practice purchases. Some advisors claim that leasehold improvements are separate tangible assets and should be valued by appraisal or estimated through a useful lifetime of 20 (or 30) years. Most valuation experts claim that leasehold improvements are part of the ongoing concern value of a business and are, therefore, included in the value of the business’s goodwill.