It’s easy to think of buying a dental practice for sale in a monolithic way. For instance, you might think, “What am I buying? I am buying a dental practice and it costs $500,000.” But, in reality, you are buying several different components that, together, constitute the dental practice. These things include:
- Equipment
- Supplies (dental and office)
- Improvements to the office or property
- A covenant not to compete by the seller
- Patient records
- Goodwill
Each of these can be valued separately. When negotiating the price of each separately, you can get away from just talking about one number—the overall value. By breaking each item out by individual value—known as asset allocation—you can do a couple of things. First, you can actually make negotiations go smoother by not just dealing with one big number that a seller (or buyer) can get hung up on. Second, your dental accountant or tax professional (and the IRS) will not categorize all of these items in the same way. By using asset allocation, you can save yourself from overpaying taxes. These two factors, together, result in a better conclusion to the deal for both you and the seller.
The Depreciation Rule
The rule the IRS will use when looking at the assets in the sale is depreciation. Depreciation is the allocation of value to an asset over its useful life. The goal with depreciation is to try and match an asset’s expense to the revenue it helps generate. For instance, if you spend $1,000 on a computer, you will likely use that computer for several years. Because of that, the cost of the computer will be viewed, for tax purposes, as spread over the period of its useful life, not just in the year it is purchased. This rule applies to any asset with a value over $600 and a useful life of more than one year.
Using the assets identified above, the IRS will typically view them as follows with regard to the buyer of a dental practice for sale:
- Supplies (dental and office) – expensed in the year purchased
- Equipment – depreciated over five to seven years
- Improvements to the office or property – depreciated over 15 years
- A covenant not to compete by the seller – depreciated over 15 years
- Patient records – depreciated over 15 years
- Goodwill – depreciated over 15 years
For the selling doctor, the IRS will typically tax the sale of these items like this:
- Supplies (dental and office) – ordinary income
- Equipment – ordinary income
- Improvements to the office or property – long-term capital gain
- A covenant not to compete by the seller – ordinary income
- Patient records – long-term capital gain
- Goodwill – long-term capital gain
Because long-term capital gains are taxed at a much lower rate than ordinary income, the seller will want as much of the value as they can get assigned to goodwill.
The Fair Market Value of an Asset is the Negotiated Price for Each Asset
After a transaction to buy a dental practice for sale, when it comes to tax time, both parties are required to independently report the values of the assets included in the sale. Both parties must be in agreement in what the value for each is. However, what values they assign to those assets is negotiable.
The rule applied by the IRS to the valuation of assets is their fair market value. But fair market value is simply the price that an independent buyer and seller can agree upon. So, basically, you reach an agreement on overall price for the practice, then negotiate the value of the supplies, equipment, improvements, covenant not to compete, and patient records, and the rest of the value is assigned to goodwill. As long as both parties agree on the value assigned to each asset, then that is the asset’s fair market value.
Why Negotiating Asset Allocation Matters
Negotiation asset allocation is important because it allows you, when buying a dental practice for sale, to negotiate points beyond overall price. It allows you to find areas where your interests and the interests of the seller are aligned—or, at least, aren’t in opposition—and work toward a mutually beneficial final arrangement.
Here at DDSmatch Southwest, we believe a good deal is one where both parties walk away from the table satisfied with the terms of the deal. Asset allocation allows you and the person on the other side of the table to move pieces around to find the combination that works best for all involved. For instance, if a seller feels strongly about getting the full asking price, they may be willing to move some value out of the goodwill category and into equipment, which would benefit the buyer. Or, if the seller is concerned about their tax bill, they may be willing to come down on the overall price and keep more of the value in goodwill.
Everything is Negotiable
Saying everything is negotiable might be an overstatement, but, remember, there may be a lot more that is negotiable than you might first think. What we’ve discussed here has focused on the money involved in the sale of a dental practice for sale. There are a lot of things that don’t impact the valuation of the practice that can be negotiated to facilitate a successful transition. These include the buyer’s starting date, the seller’s letter to patients, ways to protect current staff, other restrictive covenants beyond the non-compete, or a right of first refusal on purchasing real estate (if the seller owns the building).
The key takeaway is that the more knowledge you have about your options, the higher the probability that you will close a successful deal. After all, both parties want essentially the same thing: the sale of a dental practice in which they have confidence. The seller wants confidence that the buyer will take care of the practice, patients, and employees—that their legacy will be protected. The buyer wants to own a dental practice with a steady income stream that they can feel good about.
We Have Dental Practices for Sale in Texas and New Mexico?
If you are ready to make this next step in your career, we have available dental practices throughout Texas and New Mexico. You can view our listings here. If you see any your are interested in, or have any questions, please contact us— it starts with a conversation.