This article was originally published by CWA, and is a follow-up to an article on Private Equity Offers and an interview with our Head of Consulting and Valuation, Christy Ratcliff, CVA and CPA.  If you haven’t had a moment to read  part one of this article click here to read that first!

Overall, the dental industry continues to grow and is projected to be a $170 billion industry by 2022. With this kind of steady growth, the industry has become an attractive sector for private equity (PE) firms, causing it to become one of the most highly consolidated sectors. Mergers and acquisitions are increasingly occurring, as dental service organizations backed by private equity enter into the market with a need to diversify services, streamline efficiencies and recruit dental practitioners. Acquiring existing dental practices is a clear solution to these challenges.

As a result, some private equity firms are sending out blanket letters to dental practices in attractive markets with offers to buy. Many of these offers seem too good to be true, with unusually high multiples, and therefore prices. Some are wondering: are those high multiples here to stay?  Should dental professionals take advantage of the offers now or will the opportunity last?

Christy Ratcliff, CPA,CVA is the Head of Consulting and Valuation at National Dental Placements (NDP) works with Cain Watters on traditional private practice sales. The value of a practice is a balance of profitability and risk and what someone is willing to pay for it depends on their tolerance for risk and the value they place on the profitability and future opportunity.  The private equity market is no different.

“Private equity has been buying private practices for a while, but we have seen a surge of offers and popularity, particularly in urban settings.  These offers have impacted the private dental valuation market in some areas, driving the overall market price up. Over the past few years, we have seen some pretty extreme offers,” notes Christy. “However, they are just that—extreme. Right now, we’re hearing less about 6-10 earnings multipliers and also hearing of longer work-back requirements. This is a market that is changing in real time, and I’m confident it will continue to evolve.”

From Christy’s perspective, this swing in extreme valuations may come from two places. One, the market may be experiencing an over-saturation of these types of offers causing a loss in intrigue.  It may also be that practice owners are becoming savvier on the topic. There’s more educational material and understanding in the market around PE offers helping practice owners make a better assessment of the offers or at a minimum approach them with caution.

Should you accept an offer?

As we discussed in a prior blog article, appealing multipliers and monetary offers are typically only one side of the deal. Practice owners need to ensure they are considering each offer individually and focusing on what they can negotiate. While it may feel urgent to accept a high multiple offer, it’s never a good idea to entertain an offer that doesn’t align with your goals—or rush into a big decision without extreme diligence.

Consider the plight of a younger practice owner, saddled with student loan debt and experiencing a bit of burnout from working hard to build their practice. A buyout offer may be an attractive and exciting way to simply reduce risk, workload and provide stable employment within a large dental practice. On the other hand, for dentists close to retirement, a buyout offer may be a way to pull the equity out and finish out their career without the “hassle of management”.  In both situations, while the offer may check some of their boxes, it’s important to understand what you may be sacrificing financially in the short term and long term to take the offer.

“What are you giving up from a cash flow standpoint, now and in the future? What benefits are you giving up for tax or retirement planning? Being an owner allows you to do some creative planning that you give up as an employee,” explains Christy. “It’s rare that a PE offer will make financial sense. It’s rare that you will make more by selling today and working back over 5-6 years instead of owning your practice for the same amount of time.”

 Likewise, it isn’t just about the financial trade-offs. Especially if big multipliers have slowed—owners need to focus on selling for the right reasons. Negotiations should center around three critical factors: time, money and control.

Consider asking these questions:

• How long am I committing to work back?
•  Am I comfortable with any proposed production goals?
• What does the offer look like and how much will I be compensated?
• Will I operate the same way as the day before I closed?
•  Will the buyer take over marketing and management?
• What does this mean for my staff?
• Am I ready to just be an employee now? Will I still be the face of the office? Does that matter to me?

“Some people will come up with their list of wants; and then, after reviewing it, they want time, money and control. Basically, what they want is to continue to be the owner. Sometimes, it comes up that what you need to release ownership just doesn’t exist in the market currently,” emphasizes Christy. “That assessment is helpful: why are you selling and are you ready? That’s the number one question we ask. A lot of people have spent their entire lives building their practice and the decision is just as much emotional as it is financial.”

 This is why having a personal financial plan is key in making the right decision when evaluating a transition, PE offer or otherwise. Numbers are only one part of the process. Understanding how a buyout will change the dynamics of your world, not only now, but in the future is vital.  Working with independent advisors like NDP and Cain Watters can help you sort out the details of an offer and evaluate how they match up with you long term goals.

While the private equity bubble may not have burst quite yet, dental practice owners are getting wiser. With any kind of market, things are cyclical and there are times of heightened interest. It’s more important than ever for dental professionals and practice owners to understand its impact on the overall industry and their future before accepting an offer. As Christy explains, “Let education and knowledge bring you into the next phase of your professional career and personal life with confidence—offering peace of mind in where you want to be.”

Questions around a private equity offer, or another type of practice transition? Contact us here to learn more!