For practice acquisition loans your due diligence must determine if the ongoing cash flow from operations is enough to pay acquisition loan debt service and provide you with enough income for your living expenses. Your support team accountant can help you with the calculations. When applying for a loan through Vision One Credit Union, we will also review the cash flow to help determine if the acquisition loan can be repaid. We can send you an electronic spreadsheet form you can use to help determine the expected cash flow requirements and capital budget. It is not a substitute for your due diligence but is one additional tool that can help.
Key considerations in your analysis include making sure all income sources are sustainable upon your acquisition, such as being able to join the insurance panels used by patients, offering similar and additional specialty services, succeeding in interest to any existing direct contracts for patient sources such as those with a colleges or large area employers, etc. Make sure there will be no material increases in the expenses of the practice when you takeover, such as ongoing property lease rates, employees that have to be replaced (maybe the selling doctor’s spouse worked in the practice without compensation and will need to be replaced with a new salaried employee).
When performing your due diligence, you will want to review the last three years financial statements and tax returns of practice. Make sure the statements you receive are for the practice you are buying and do not include any other business interests. Sometimes a seller is selling one of many practice locations. Make sure the financial statements reflect just the location you want to purchase. In addition, sometimes the seller has other income sources such as lecturing, out-side contracts, etc. that will not convey to you as the buyer. Be sure to identify non-transferable income sources.
Look for trends in gross income, operating expenses (by category), and net income. Negative trends will need to be explained to determine if they are short or long term in nature (i.e., income went down because a significant employer left the market, which represented 40% of the patient base). A part of your due diligence is to determine what if any cash out flow (capital costs) will be required. Capital costs include:
- Cost of new inventory
- Cost of new ophthalmic equipment, leasehold improvements, furniture, frame displays, computers, office equipment, etc.
- Working capital to cover cash shortfalls per your projections.
- Take into account the delay between patient visits and repayment from insurance and accounts receivable. You will probably want to consider taking credit card and ATM payments. Though there is a slight fee for the service, you get instant credit and reduced expenses for bounced checks. It also reduces billing expense. Vision One Credit Union offers a reasonable “merchant services” program that accepts major credit card and debit card payments.
- An average working capital estimate for the acquisition of an existing practice is about two to two and one-half months of operating expenses (including owner draw requirements). Make sure you have this amount in your Vision One Credit Union business checking account upon acquisition.
Once you have completed your review and determined your capital budget, you will want to project future operating cash flow by creating a Cash Flow Proforma. Vision One Credit Union has templates available to help you with this process.
In your Proforma, you will project your expected Revenues, Cost of Goods Sold (COGS) and on-going operating expenses based on the historic findings. From your due diligence, you can determine and adjust for changes that will affect the practice cash flow and will include these changes in your projections:
- How will income and expenses be affected by changes you will make immediately? (i.e., changes to staffing that affect salaries).
- Is there new competition? (i.e., the practice is selling because a commercial practice moved into the mall last month).
- Are the insurance programs transferable to the new purchaser? What are the requirements?
- Is there a new business structure that may require new projections (i.e., new associate added to practice with a compensation base plus x% of exams and x% of sales).
Be sure to include the debt service of the new loan as well as your required owner draw.
Partial Practice Acquisition Loans (Partner Buy-In)
For partial interest buy-in loans, many buyers retain an impartial third party to appraise the practice, then pro rate the value for the percentage of the practice being purchased. The value of the practice is reduced for any outstanding debt
(pro rata based on percentage ownership) on the practice at the time of your acquisition.
The most important aspect of your due diligence process is to determine if the cash flow from the purchase of the partial interest in the practice will cover the payments on the loan and provide you with a reasonable ability to pay for living expenses including personal debt service (such as student debt). Rule of thumb to determine how much income you might need for a partial interest loan: add the required loan debt service amount to your existing wages (assuming you are covering living expenses with your existing wage). This is the minimum amount you should require from your share of practice cash flow.
A partial interest buy-in usually does not require any additional capital costs.
Vision One Credit Union offers loans for this type acquisition. You can call us and we can walk you through the process and help determine the required income that would allow us to make a loan for the acquisition