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While each practice sale
is as individual as the buyer and seller involved, there are many
constants that occur in the sale of each small, closely held healthcare
business. The following is a list of the five most important considerations
for a first time practice purchaser.
ASK THE SELLER FOR
A PROFESSIONAL VALUATION
The only way to really know
what a practice is worth is to have it appraised. The value of a
business that is currently transacting (on-going concern) is based
on the positive cash flow of the business. Usually, when a Doctor
purchases a practice he or she is, in fact, buying a job with a
salary. One of the major questions answered by a professional valuation
is, “How much salary should I reasonably expect to earn as a salary
if I purchase this business?” It quickly becomes apparent if the
reward (potential salary) is justifies the risk (sales price). A
professional valuation will answer this question as well as offer
a supported and impartial opinion on the Fair Market Value of a
the business. Beware of “Rules of Thumb,” they are usually wrong.
SEEK OUT THE ASSISTANCE
OF PROFESSIONALS WHO ARE FAMILIAR WITH HEALTHCARE PRACTICE SALES
You will need the assistance
of professionals who are familiar with healthcare practice sales
in order to have the most favorable outcome possible. This team
will include a lender who is familiar with lending to healthcare
practitioners (collateralizing goodwill), an accountant (asset allocation
assistance and incorporation), an attorney (sales documents), and
either a management consultant or a business broker (due diligence
and facilitation assistance).
YOU HAVE THE RIGHT
TO DO DUE DILIGENCE WHEN PURCHASING A BUSINESS. IF YOU FORFEIT THIS
RIGHT YOU WILL REGRET IT 100% OF THE TIME
Due diligence is defined,
in this context, as verifying all material facts prior to the culmination
of the transaction. When contemplating a practice purchase, the
seller or broker should provide the buyer with historical financial
data (tax returns, profit and loss statements, balance sheets) that
are used as the basis of a professional valuation. The valuation
should includes adjusted cash flow analysis (financial statements
that are adjusted to reflect what it should cost a new buyer to
operate the business) that supports an fair market value (sales
price). In addition to verifying the accuracy of financial data,
it is important to ensure that the number of active patients in
the practice is correctly represented, and that the equipment included
in the sale is in working order. Unless stated otherwise in the
asset purchase agreement, a business is usually purchased “as is”
with no recourse for the buyer after the sale.
THE LOCATION OF YOUR
PRACTICE CAN SIGNIFICANTLY IMPACT YOUR ABILITY TO BE PROFITABLE
Important considerations
relative to practice location are competition, visibility, accessibility,
signage, community growth trends, demographics, walk by traffic,
and drive by traffic patterns. A visible, busy practice location
can make the difference between a business that is stagnant and
a business that thrives. The current trend in starting up a practice
is to locate the business in a strip mall with a supermarket anchor.
Women are the primary healthcare decision makers for the family
and women shop for food an average of three and one-half times per
week. The high visibility and a strip mall location near a supermarket
results in walk in traffic and increased patient flow.
BEING A GREAT CLINICIAL
DOES NOT ENSURE THAT YOU WILL HAVE A SUCCESSFUL PRACTICE
You may have heard the phrase,
“If you don't know where you are going any path will take you there.”
A practice owner who creates and monitors a strategic business plan
will consistently and significantly financially outperform a business
owner who does not. Many Doctors choose to utilize the services
of a management consultant in the first year of practice as an advisor
if they are not knowledgeable or experienced in operating a practice.
Your business plan should address strategic issues such as yearly
practice growth goals as well as tactical plans to support the strategic
goals. Tactical plans might include an advertising budget and strategy,
the purchase of new equipment to increase the range of services
that are offered, or an internal referral program. |