sale of dental practice goodwill


1998-279; Estate of Taracido v. Commissioner, 72 T.C. Is this happening in your practice? Yes, the business entity is technically the practice and the primary contracting party. Savvy buyers understand that the repeat or retained patients are critical to on-going success. He concentrates his practice at the intersection of health law and business law. Maximize practice value. I encourage you to look at your own practice statistics. Dental goodwill is normally valued in relation to other similar businesses (e.g. Beginning January 1, 2017 the sale of goodwill will be treated as investment income and taxed as a regular capital gain. Vasilios (“Bill”) J. Kalogredis is Chairman of Lamb McErlane’s Health Law Department. 791 (1925). Run a procedure frequency report for codes 1110, 0120 and see if your numbers make sense based on your number of patients. Under these facts, the District Court held that "even if the goodwill had belonged to Dr. Howard personally, it likely would have little value, because Dr. Howard could not have practiced within a 50 mile radius from his previous practice location for at least three years beyond the date of the Howard Corporation dissolution." Every viable dental practice has goodwill. [i] Andrew Stein, Esq., an associate at Lamb McErlane PC who focuses on health and business law, assisted with preparing this article. This includes patient files, covenants not … Office of Inspector General Urgent Alert: US Department of Health & Human Service Hotline Telephone Number Used in Scam, The Newest Trend in Online Medicine: Telehealth, OIG Advisory Opinion Permits Drug Manufacturer to Provide Financial Assistance to Patients Receiving Cell Therapy, Video / Webinar How Dental Practice Sales and Valuations are Being Impacted by the COVID-19 Pandemic, Government Liability & Civil Rights Defense, Municipal, Land Use, and Condemnation Law. Goodwill only exists and is determined when a business and/or its stock is being considered for sale. Bill has been practicing health law for over 40 years, representing exclusively physicians, dentists, group practices, other health care professionals and health care-related entities. Of course, it includes your patients and business reputation, but it’s also based on patient retention, which is your hygiene program or Recare. This is my area of expertise and something I enjoy helping my clients achieve. Of course, this brings into question why a solo doctor has a non-compete with his professional corporation in the first place. § 1.197-2(b)(1) define goodwill as, “the value of a trade or business attributable to the expectancy of continued customer patronage. In 2002, Dr. Howard sold his practice via an asset purchase deal. Take the following example: assume there is a single-shareholder professional corporation (taxed as a C-corporation as opposed to as a pass-through entity S-corporation) that has operated as a medical practice for forty years. The Court looked at who earned the income since the earner owes the taxes. You may feel it’s impossible to fill more hygiene schedules. . He represents individuals and businesses with a primary focus on licensed medical and dental professionals, medical and dental practices, and other health care entities. Specifically, the client should determine whether (1) goodwill exists, (2) it is transferrable to the buyer, and (3) it is, in fact, personal goodwill. Specifically, the client should determine whether (1) goodwill exists, (2) it is transferrable to the buyer, and (3) it is, in fact, personal goodwill. When selling your dental practice, the most valuable component of the price is the portion allocated to “goodwill.”Goodwill represents the intangible assets of a business—the difference between an established, successful dental practice and one that has yet to achieve success. Statistically speaking I would agree that with the “typical” dental practice sale, 75-80% of the allocated purchase price is usually goodwill, but it’s just a statistic, that’s it. This matters even in this example where the corporation has only one owner because the payout to the owner will be characterized differently depending on whether the goodwill belongs to the entity (to be possibly characterized as a double-taxed dividend) or directly to the owner (characterized as a long-term capital gain). . Dr. Larry Howard began practicing dentistry in 1972. To make this determination, the Court applied a two-part test: (1) whether the individual is an employee; and (2) whether there is a contract showing that the individual recognizes the corporation’s control. OHIO 1421 Lexington Ave Ste 255, ​Mansfield, OH 44907 720 (1944); and Providence Mill Supply Co. v. Commissioner, 2 B.T.A. In 1980 he formed a corporation in which he was the sole shareholder, of which he was the sole director, and for which he served in all necessary officer roles. When selling a dental practice, the sale and purchase agreement sets out the agreed price. Now that we have set the scene, let us briefly discuss the star. The tax change affects the most valuable component of a dental practice: goodwill (i.e. Please, When to Tell Your Team that You are Selling Your Practice, Request a Call and we will get in touch with you. Therefore, the goodwill was an asset of Dr. Howard's corporation. 2019 sees the continued theme of two topical areas in the dental sector being incorporation and the consolidation of dental practices. and Andrew Stein, Esq. The Superior Court however concluded that there was practice goodwill in the dental practice which was evidenced by the practice remaining intact despite the occurrence of several partners entering and leaving the practice. All dentists focus on getting enough New Patients, as they should, but what happened to all the New Patients you treated over the years? Do I reprt this on my 1040 as a Form 4797 asset gain or somewhere else Many cases have addressed issues surrounding and directly related to whether the business entity or the owner thereof can claim the goodwill in question. In both situations goodwill is a key focal point. The goodwill results also reveal a notable gap between the average NHS practice sale of 183.88% of turnover with 7.2x EBITDA, and typical private practice, which was 118.79% of turnover, though interestingly at an average of 8.37x EBITDA. How many years have you been practicing and how many hygienists do you have? The theory behind this method is that a ready, willing and able buyer has paid a certain amount of money for a practice and the seller has sold for that amount of money. Since it remained in force as of the dissolution of the corporation, Dr. Howard was subject to that covenant through the third anniversary of the dissolution in 2006. Goodwill in Dental Practice Value – For Sellers. Otherwise, it doesn’t really exist. Thus, the goodwill could not truly belong to Dr. Howard so long as that covenant existed. This contract circumvents the current Dental-Practice-Broker model. 368 (1950); MacDonald v. Commissioner, 3 T.C. Goodwill typically accounts for 60% to 80% of the practice's total value. The vendor is moving locations and selling the fit-out only; no goodwill is included in the sale. That said, in most practice sales, the majority of the value of the practice lay in goodwill, which is taxed at long-term capital gains rates. If no tax was paid since an election was made, the purchaser will be required to remit HST on its next GST return to the extent that the client list is used in an exempt activity. It should only … In the sale of a medical or dental practice, much time is spent on negotiating the total purchase price, and rightly so. My practice LLC is treated as an S Corp(1120S) however The contract for sale of the goodwill was executed between me and the buyer as individuals outside of the LLC/S Corp therefore no K-1. Part of the sales price is allocate to personal goodwill. Relying on Norwalk, Martin Ice Cream, MacDonald, and a 9th Circuit case, Furrer v. Commissioner, 566 F.2d 1115 (9th Cir. The vendor is looking to sell, but will consider leasing, the premises. The net asset value considers all other assets and liabilities: net asset value = assets – liabilities. The seller is selling the goodwill, of course. I know it’s usually a high priority in any practice but needs a little tweaking that can bring big increases. I have analyzed hundreds of practices and found that the average potential for increased collections from goodwill or patient retention is $30,000 to $150,000, depending on the size of the practice. We’ll get to why this … Please feel free to call me on 01844 260111. The corporation and a buyer enter into an asset purchase agreement. Consider this example: Let’s say you averaged 15 NPs per month for 10 years and you saw each on an average of twice per year in hygiene or Recare, you would need approximately 514 days of hygiene if you see an average of 7 per day. The allocation will affect your ability to defer taxes by accomplishing a 1031 exchange, as well as the buyer’s ability to take depreciation deductions on their new practice. patient charts). But the professional’s skill, expertise, reputation, and loyal patients are what gave rise to the goodwill. WASHINGTON 6141 Bothell Way NE #301, Kenmore, WA 98028, Do yourself a favor and increase your collections now and increase the value of your practice for the day you sell. This approach simply compares a practice with other practices that have sold to determine the value of the practice. So that means if you retain at least 85% of those patients, you will need more and more hygiene days each year. Three dentists will be selling their dental practice, which Three dentists will be selling their dental practice, which is a 'C' Corporation. The sale of goodwill client list of the practice should be HST taxable based on the fact that it is not used substantially all (more than 90%) in an exempt activity. So don’t get sucked into someone else’s world when they tell you “goodwill should be at least 80% of the purchase price of a dental practice” and any other allocation will draw the attention of the IRS. NEVADA 1489 West Warm Springs Rd, Suite 110 PMB #284, Henderson, NV 89014 When a practice owner begins evaluating the sale of his practice, the typical questions the seller has are “How much can I get?” and “How much can I keep?” Even though Uncle Sam doesn’t have a seat at the closing table, he is going to claim a sizable share of that income. As many of you know, in the sale of dental practices, typically the biggest contributor in determining the purchase price is “Goodwill”. In the first example, an entity sale, the stock of the company is trading hands, and the gain is like a long-term stock gain for … Memo. The recharacterization earned Dr. Howard a $60,129 tax deficiency charge along with interest of $14,792.17. Obviously, the existence of this covenant was Dr. Howard’s doing and he had the freedom, at any time, to alter or eliminate it. The practice is centrally located, close to a number of schools and minutes from everything this coastal town has to offer. For critical background, one should review Martin Ice Cream Company v. Commissioner, 110 T.C. Simply put, the allocation of assets is the process of assigning a dollar value to each asset being transferred in the sale of a dental practice (excluding the building, if that is part of the sale). It is also important to lenders working with buyers. The shareholder/physician has earned a substantial patient base and an impressive revenue stream, but decides that it is time to retire. 1977), among others, the Court found that a corporation owns the goodwill where, “an employee works for a corporation under contract and with a covenant not to compete . Goodwill refers to the intangible assets that either restrict or enhance the future earnings of the practice, and includes patient charts, recall systems, staff longevity, noncompete covenants, and the owner's reputation within the community. Goodwill and the Sale of a Dental Practice. Selling Your Dental Practice: How to Protect the Goodwill Your Practice Has Earned. I hope that this article provides some guidance as to the third issue. CALIFORNIA-SOUTH 2629 Townsgate Road, Suite 235, Westlake Village, CA 91361 The tax regulations at 29 C.F.R. Andrew Stein is an associate at Lamb McErlane PC. This decision makes sense when one considers the practical implications of the non-competition covenant. ________________________________________________________. ARIZONA 3260 N. Hayden Rd, Suite 210-363, Scottsdale, AZ 85251 Applying this test, the Court had no difficulty finding that Dr. Howard’s corporation owned the goodwill and earned the income. In most practice sales today, the buyer borrows the money from a lender and pays the seller in cash at closing; however, there are still some … A dental practice contains several different kinds of assets—equipment, supplies, real property, goodwill—and each asset requires separate accounting and tax rules. While Dr. Howard had the control to alter or eliminate the non-competition covenant, it remained in force until Dr. Howard dissolved the corporation in 2003. In the same year as incorporation, Dr. Howard entered into an employment agreement with his corporation which contained a three-year, fifty-mile non-competition clause centered on the practice’s location in Spokane. Dr. Howard paid same and then filed a claim for a refund. 1014 (1979); Cullen v. Commissioner, 14 T.C. The total purchase price was $613,000, $549,900 of which was allocated to Dr. Howard’s personal goodwill, $16,000 of which was consideration for the non-competition covenant, and the remaining $47,100 represented the value of the practice’s assets. This method is often unreliable because it can undervalue older practices (i.e., older equipment) and it’s difficult to appraise practice goodwill. You may work around 180-195 days per year so you would need approximately 2.75 hygienists. Tangible assets, as the name implies, consist of all the things you can see and feel – the dental operatories, the digital x-ray, the hand pieces, the computers, the office equipment, the desks, the chairs, the waiting room furniture – and anything else that might be used in any particular office. Some of you may see more patients in hygiene, but some may be SRP and perio patients may be coming every 3-4 months. It is created when a company is able to generate revenue beyond the fair market return on those tangible and other intangible assets. This is a simple asset purchase agreement elegantly constructed by (Brian Rogers), then modified for the sale of a Dental Practice. Even after a particular number is allocated to goodwill, another question often arises: Who is selling the goodwill, anyway? Goodwill is an intangible asset defined as the excess value of a company remaining after accounting for the value of all tangible and other intangible assets. For the purposes of a health law practice, however, there is the more recent and more relevant case of Howard v. U.S. from the Eastern District of Washington, which came down on July 30, 2010. We’ve discussed in another post (Negotiate Asset Allocation when Buying a Dental Practice) about the sales price of a dental practice being split into different asset classes. For that tax year, Dr. Howard reported $320,358 of long-term capital gain income from the sale and the IRS recharacterized it as a corporate asset to be taxed as a dividend. Please contact me if you would like to further discuss and make a plan for your practice. a similar dental practice) with a key factor being the sustainable profits. Does that goodwill go to the corporation or to the physician? However, in the context of a solo professional practicing in a business entity, the issue can get a bit blurry. These assets include all of the tangible items of personal property included in the sale and the big intangible that usually accounts for the bulk of the value of a dental practice: the goodwill. Of course, it includes your patients and business reputation, but it’s also based on patient retention, which is your hygiene … Since the practice is an asset and the sale of an asset is a taxable event, you will owe taxes based on any gain from the sale of the practice. But it is often the case that not nearly enough time is spent on the related and quite important issue of tax allocation. .” Absent such an employment contract, the Court continued, then the goodwill may be personal. The profit is often the determining factor as it is this which will be needed to fund the lifestyle of the dentist and repay any borrowing taken out to purchase the practice. Practice Sales 'stable' in NASDAL Goodwill survey: October 2015 : Concern that dentists are unaware of massive changes: September 2015 : NASDAL's guide to the budget in 2015: August 2015 : Cyber criminals and dentistry: July 2015 : The route to incorporation is still open: June 2015 : Demand and not profitability dominates dental practice values: June 2015 : United Kingdom? The vendor is looking to sell to a specialist and, as a condition of sale, any specialist who moves into this location will be guaranteed referrals from the vendor’s six other Gold Coast dental … Personal Goodwill in the Sale of a Medical or Dental Practice In the sale of a medical or dental practice, much time is spent on negotiating the total purchase price, and rightly so. Your tax advisor and dental practice broker should work with the buyer’s tax advisor and dental practice broker in order to allocate the sales price of the practice between exchangeable and non-exchangeable assets. If you have a bulk of your patients coming in for large cases and your collections are high, that is commendable, however, a new buyer will be concerned that your patients have completed all treatment leaving them nothing to do and eliminates the chance for the buyer to meet and keep your patients. The price is usually to acquire the practice’s goodwill and tangible fixed assets (such as dental equipment, computers and leasehold improvements) and occasionally stock. How many patients did you see in Recare in 2019? When your solo physician and dentist clients are looking to sell their practices, it is critical that they take goodwill ownership into consideration early. Click here for the Legal Intelligencer article. This is my area of expertise and something I enjoy helping my clients achieve. ALASKA 721 Depot Drive, Anchorage, AK 99501 When allocating the sale amount to the various categories, questions invariably arise regarding allocation to goodwill. That tells me you may need revised scripting and a strategy for talking with your patients and educating them about their dental maintenance. A dental practice has two types of assets – tangible assets and intangible assets. The parties decide that $x will be allocated to goodwill. COLORADO 3000 Lawrence Street, Denver, CO, 80205 It is highly unlikely that even the most loyal patients will wait three years or travel more than fifty miles to stay with Dr. Howard. As many of you know, in the sale of dental practices, typically the biggest contributor in determining the purchase price is “Goodwill”. On Dr. Howard’s tax return for 2002, he reported approximately $320,000 of the purchase price on his personal return as long-term capital gain, subject to the favorable capital gain rates, as the sale of personal goodwill. Similarly, in Fexa v. Fexa4 a Pennsylvania case, the trial court failed to include goodwill in valuing a dental practice. One other item that can affect the tax consequences is how the purchase price is paid. 4-5-19 Legal Intelligencer article by Lamb McErlane PC attorneys Vasilios (“Bill”) J. Kalogredis[i], Esq. Here’s what’s important to understand when selling your practice—the practice is not taxed as one entity. Affect the tax consequences is how the purchase price is allocate to personal goodwill third issue the... Every 3-4 months ; no goodwill is normally valued in relation to other similar (! How the purchase price is allocate to personal goodwill in dental practice value – for buyers buyers. The corporation and a strategy for talking with your patients and educating them about their dental.. Other similar businesses ( e.g hygiene days each year corporation is taxed …! The owner thereof can claim the goodwill may be coming Every 3-4.! Your patients and educating them about their dental maintenance ) J. Kalogredis is Chairman of Lamb McErlane ’ impossible... 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Out the agreed price will … read more goodwill in the sale of a solo doctor has non-compete! What ’ s skill, expertise, reputation, and type of equipment in the dental sector being incorporation the! Goodwill was an asset purchase agreement sets out the agreed price the vendor is moving locations and selling goodwill... Of Taracido v. Commissioner, 2 B.T.A scripting and a strategy for talking with your patients and them. The shareholder/physician has earned a substantial patient base and an impressive revenue,!

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