Many large DSOs and corporate offices are throwing around big money to acquire dental practices. You may have received an offer yourself recently. With that in mind, Jeff considers some important questions, like is it too good to be true? What factors do you need to consider before selling? If selling is your goal, what do you need to do now to get the best scenario in the future? Is this current corporate model sustainable and where is it ultimately headed? And lastly, what alternative opportunities do you have besides selling to corporate?
Topics:
1:00 – How practice valuations/sales used to work and how it’s changed recently
10:12 – Things you absolutely need to consider before selling
25:12 – Is this corporate model sustainable? And where is it headed in the future?
31:25 – Opportunities for you to start your own “DDSO.”
Links:
“EBIDA” definition & formula - https://www.investopedia.com/terms/e/ebitda.asp
Learn more about MGE - https://www.mgeonline.com
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Questions From This Episode
How has dental practice valuation changed from the traditional model to how DSOs pay today?
The traditional model paid roughly 70 percent of the prior year's collections, so a million-dollar practice sold for around $700,000. DSOs instead pay a multiple, often five to seven times, of EBITDA (earnings before interest, taxes, depreciation, and amortization), which can value that same practice at $1.5 million to $2.1 million or more, depending on its actual profit margin.
Why does Jeff say a larger practice's buying pool shrinks as its price climbs?
He compares it to real estate: a $400,000 house has a huge pool of potential buyers, while a $3.5 million house has a much smaller one, since far fewer people can secure that kind of financing. A $5 million dental practice runs into the same problem under the traditional 70 percent model, which is part of why DSOs, with access to much larger pools of capital, become the realistic buyer for bigger practices.
What should a doctor check before agreeing to a DSO's typical payout structure?
Many deals pay roughly 80 percent up front while the doctor retains equity in the remaining share, contingent on hitting future benchmarks. Jeff recommends running the real math: in one example, a doctor selling for $10 million and working five more years under the deal ended up only marginally ahead of what they'd have made simply continuing to run the practice themselves.
Why does Jeff say it matters how "integral" the selling doctor is to the practice before agreeing to a long commitment period?
He points to the traditional principle that a business valuation multiple should shrink the more tied the outcome is to one specific person, similar to how a retiring solo doctor's practice is worth less per multiple than a business like a supermarket where no single person's presence matters. He recommends doctors planning to eventually step back from chairside work start doing so well before a sale, since DSOs typically want the same dynamic that made the practice successful to continue.
Why does Jeff say he'd rather build several smaller practices than one or two large ones?
A high-revenue office also carries a much larger overhead base, so a single bad month can create a serious cash flow gap. He also argues that scaling a smaller, undervalued practice into a much larger one, something he says DSOs generally don't attempt, is a strength private, well-trained doctors have that large acquisition-based models typically lack.
Episode Transcript
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If you have an upper-medium to larger dental practice, doing $1 million, $1.5 million a year or more, chances are you've been approached by at least one corporate dental entity or DSO interested in acquiring your office, and most likely their offer was for a lot more money than you ever expected to get for selling.
I'm getting more calls from clients than ever before about this, especially clients with larger practices, and the inevitable question is, should I sell? How I answer that depends heavily on the individual, their goals, their plans. That said, there are a number of points I check with every single person so I can properly weigh in, and that's what I want to cover in this week's episode of Dental Business Rx: should you sell to corporate, what to consider when making that decision, laying out your plans for a post-sale world, and a bit about where I think all of this is heading, along with how you can take advantage of it either way. My name is Jeff Blumberg, and I'm your host.
Let's start with how we got here. For 30 or 40-plus years, dental practices were bought, sold, and transitioned a certain way, there were whole companies built around transitions, and there still are. But that landscape has changed drastically, especially over the last three to five years, more heavily than that even.
How did it used to work? If you wanted to buy a dental practice, or someone wanted to buy yours, the formula was simple: you'd pay roughly 70 percent of the prior year's collections, give or take depending on equipment age and a few other factors. A practice doing a million dollars a year would sell for around $700,000. Candidates has always run a bit higher. I remember back around 2006 or 2007, when asset prices were inflating heavily before the real estate crash, some pockets of the US saw people paying 100 to 120 percent of collections for a practice. But 70 percent was generally the standard. You'd buy someone's office, the prior owner might stick around three to six months, sometimes longer, to help transition things, and then the practice was yours.
About ten years ago, some corporate entities and DSOs started entering the field and paying a modest premium, 100, 110, maybe 120 percent of collections, nothing like today's numbers, and even then deals didn't always go as planned. We had one client with a deal set for a larger office, and the day it was supposed to close, the corporate buyer changed their mind and lowered the price after the doctor had already more or less committed to moving on, so they ended up taking the lower offer.
What's happening today is different. You've got what I'll call chain dentistry, offices under one recognizable brand name across the country, so a patient walking in knows immediately it's part of a chain. Then you have DSOs, which function similarly but individual locations may still look and feel like a private practice. I won't name specific companies, you already know who they are. I know we have listeners from Europe, Asia, and elsewhere, and I'm honestly not sure how far this trend has spread in other parts of the world, I'd genuinely love to hear from you if this is happening where you practice. But in North America, particularly the US and Canada, it's become a very big deal.
However they're structured, essentially some outside entity ends up controlling the practice, especially once they own the underlying business. How are they paying for these? You've probably heard the term, they're paying a multiple of EBITDA, three, four, five times EBITDA. EBITDA stands for earnings before interest, taxes, depreciation, and amortization. We know what interest and taxes are. Depreciation: if you own a piece of commercial real estate, you're typically writing it off over 30-plus years, so a $3 million building might generate $100,000 a year in depreciation expense on paper, even though no actual cash went out the door that year. Amortization is similar, usually applied to intellectual property and similar assets, also a real write-off for tax purposes without a corresponding cash outflow. So EBITDA strips all of that out to show a cleaner earnings picture. I'll put a link to Investopedia's definition on the episode webpage if you want to dig deeper, they explain it well.
Here's how this plays out in practice. Say a doctor's office is doing a million dollars a year, and the doctor personally nets around $400,000 between salary and profit. Their accountant works out an EBITDA figure of $250,000 to $300,000. Under the old 70 percent model, that million-dollar practice sells for $700,000. Under a five-times-EBITDA model, using $300,000 in EBITDA, that same practice sells for $1.5 million, double the old number. At a seven-times multiple, which wouldn't typically apply to a practice this size, it's $2.1 million. I've seen offices doing $4 million a year sell for $7 million under this kind of multiple. Compare that to the old system, where a $4 million practice would have sold for $2.8 million at 70 percent.
Here's where it gets more complicated, especially for larger practices: your buying pool shrinks dramatically as the price climbs. Think of real estate. A $400,000 three-bedroom, two-bathroom house in, say, the Tampa Bay area has a huge pool of potential buyers, it's an accessible, desirable price point. But a $3.5 million house, even a genuinely beautiful one, has a much smaller pool of people who can actually come up with that kind of money. The same dynamic applies to dental practices. A $5 million practice, even valued conventionally at 70 percent, comes out to $3.5 million, and there simply aren't many individual buyers who can secure that kind of financing or have it themselves. Unless you're willing to finance the sale yourself, finding an individual buyer for a larger practice gets genuinely difficult.
And that raises the obvious question: why would you sell for $3.5 million under the old model when a DSO is offering you $9 million? I understand the appeal, to a point. That 70 percent benchmark generally still holds in private transactions, there's room to negotiate, especially for smaller practices, but a private buyer usually can't qualify for that kind of money to begin with, while a DSO, backed by a hedge fund or similar capital, can simply write the check.
So if you find yourself in this position, a corporate entity wanting to buy your practice, should you sell? It depends. Let me walk through the considerations I'd recommend looking at.
First and most important: if you're seriously considering this, get a genuinely excellent attorney. Don't shop for the cheapest option here. You want someone tough who can properly protect your interests throughout the entire process, since you're essentially negotiating a binding agreement, and agreements are negotiable.
Second consideration: how long do you actually want to stay working in the area? Do you plan to move? Many DSOs will want you to stay on for around five years, especially if they're paying a premium. Are you comfortable with that, or is that negotiable down to two or three years? If you had plans for extended time off, say a two-month trip with your spouse, that needs to be part of the negotiation up front, not something you bring up afterward once you're an employee rather than the owner.
Here's something I've noticed more of lately: DSOs generally don't want to disrupt a genuinely successful practice. A typical structure might be something like this: they value your practice at $8 million, pay you 80 percent up front, $6.4 million, and let you retain 20 percent equity in the practice going forward, some variation of that split is common. You still have skin in the game, with the chance to cash out that remaining 20 percent down the road, though you're also exposed if the practice underperforms in the meantime. But generally, they want you to keep doing whatever you were already doing, since that's presumably what made the practice worth buying. If you're chairside 32 hours a week as the primary producer, that's the dynamic they'll want maintained. If that's not the role you want for the next five years, this kind of deal isn't going to work well for you.
So if a DSO sale is somewhere in your future, especially if you eventually plan to relocate, I'd recommend starting to shift yourself away from being the primary chairside producer well before that point. I've seen clients successfully restructure themselves down to minimal chairside time, a day or two a week, or step away from clinical work entirely to become more of the practice's public face and let associates handle both treatment and case presentation. When a DSO eventually buys that kind of practice, they'll generally want you to keep doing exactly that, and if you're not deeply tied to daily dentistry or management, they're not as married to keeping you around in a hands-on role. If the current version of your job isn't something you want to keep doing for five more years, that's worth sorting out before you sell, not after. This also comes down to weighing time versus money for yourself. If, say, your kids are finishing school nearby in the next year or two and then relocating, and you want to move too, you might negotiate a shorter commitment even if it means accepting less money, because your time matters more to you in that scenario. These are the kinds of tradeoffs worth thinking through carefully, because once you sign, you're locked in.
Third consideration: what changes is the buyer actually planning to make in your practice? Some DSOs genuinely don't want to change much, since the practice is clearly already working. Others plan more significant changes, tightening expenses, restructuring how debt service flows since the underlying debt is often gone once they've purchased the practice, or bringing in additional specialists. I'd want all of this spelled out clearly in the agreement, especially if you're retaining equity, since as a 20 percent owner, say, you're still genuinely invested in what direction the practice takes, even if you're no longer the senior decision-maker. It's worth spending real time on this, even a ridiculous amount of hours, since you're committing years of your life to the outcome. Ask specifics: are they adding an oral surgeon, what days, how is staffing and pay for that new hire being handled, are they planning to join every insurance plan available, which might be a genuine dealbreaker for you. Know this going in.
Fourth: every agreement like this will include some form of non-compete clause, and if you're retaining equity, you'll want to understand exactly how long it lasts and what geographic restrictions apply once you're done, whether that's 15 miles, 20 miles, wherever. If you're planning to eventually move out of state entirely, this may not matter much, but if you might want to practice again nearby afterward, examine this thoroughly.
Fifth, and this is something I'd recommend in any business agreement or partnership I'm involved in drafting: most contracts spell out clearly how things are supposed to work day to day, splitting profit, bringing in new partners, and so on, but rarely spend enough time thinking through what happens if things go seriously wrong. Picture a partnership where two people work out exactly how to grow and split profits, but never actually plan for what happens if, two or three years in, they simply can't stand working together anymore. When it's time for one partner to exit, that gap in planning turns into a real mess. I'd want to know, going into a DSO deal, exactly what happens if it doesn't work out, if a year in you're genuinely miserable and dreading work every morning, but you've already sold. How do you exit, and how is that exit handled fairly, with proper compensation for your remaining stake, rather than being left hung out to dry? This is worth building into any agreement where you're signing over part or all of your business.
Sixth: how much are you actually being paid, and how? I remember one deal that was frankly a bit of a joke: the numbers worked out so that the doctor's total compensation over the buyout period roughly equaled what they would have made just continuing to own the practice outright. So you want to look closely: what percentage are they giving you up front, and what's held back contingent on hitting future benchmarks? If you don't hit those benchmarks and never see that remaining equity, are you genuinely satisfied with just the upfront portion?
Here's a real scenario to think through. Say you sell your practice for $10 million, receive $8 million up front, and commit to working there five years. Before the sale, that practice was netting you $1.5 million a year. If you'd simply kept it and done nothing differently for five years, you'd have made $7.5 million in net income over that period. Under the deal, you're only guaranteed the $8 million up front. I've actually seen a version of this deal where the seller also received a modest associate salary during that five-year period, say $150,000 a year, adding up to $750,000 over five years. So total guaranteed compensation: $8.75 million versus $7.5 million if you'd kept the practice and simply run it as-is for five more years. That's barely a meaningful premium for giving up ownership entirely, and it still depends on hitting whatever benchmarks unlock the rest of the deal's value. This is your life's work we're talking about, the business you spent years building, so it deserves this level of scrutiny before you sign anything.
A couple of final things worth considering: how will this affect your team? If a buyer plans to let go of staff you consider essential, or wants to adjust their pay in ways you disagree with, that's worth negotiating for explicitly, even if it's not necessarily a dealbreaker on its own. Make the deal genuinely work for you, because the last thing you want is to sell and find yourself stuck in a bad situation for five years. I've also seen clients sell with the specific intention of moving on and building something new afterward, and it's worked out well, sometimes locked in for just two or three years before starting fresh elsewhere.
Which gets at something MGE clients specifically can do that DSOs generally cannot: scale a small practice into a large one. An MGE client can take a practice doing $300,000 to $400,000 a year and scale it into a genuinely large, multi-million-dollar operation, that's something we see routinely. A DSO won't buy a $30,000-a-month office and build it up to $2 million or $3 million, that's simply not their business model, they typically won't target a practice doing less than roughly a million dollars a year in the first place.
Which brings me to where I think this whole trend is actually heading, and I'll say upfront this is genuinely my own opinion and prediction, not established fact. The old 70 percent-of-collections model stuck around for decades because it actually worked reasonably well. Price is inherently somewhat arbitrary, a home is worth whatever someone's actually willing to pay for it, same with a cup of coffee, but if you want to sell a lot of cups of coffee, the price has to be something a lot of people are genuinely willing to pay, or you'll only ever sell one. I remember a dentist, an MGE client years ago who never went past the initial seminars, who was charging roughly double or nearly triple what other doctors in his area charged for a routine crown, not a specialty procedure, just a regular crown, when the area's standard fee was around $1,200 and he was charging closer to $2,800. He genuinely believed his work justified it, but he ran into real trouble with patients who discovered, often through their insurance's usual-and-customary-rate lookup, that the going local rate was closer to $1,200 or $1,300. There's a real, fair price range for things, and you can see it clearly when something breaks from that pattern, like a comparable apartment suddenly listed at double the going rate with no obvious explanation. That's a sign of overvaluation, and overvaluation happens cyclically in markets, it's exactly what we saw with housing in the mid-2000s, people paying mortgages on properties that could never realistically rent for enough to cover the payment.
My honest belief is that 70 percent works because it reflects something closer to real value, and what's happening now is there's simply a lot of capital, hedge funds, private equity, chasing these deals, and in my view, they're paying more than these practices are genuinely worth. That's not a knock on any individual practice's value or quality, but I don't think dentistry, as a category, scales the way a hospital system or a walk-in clinic chain does. Dentistry carries a much stronger personal relationship element, patients are used to seeing their dentist specifically, not whoever happens to be available, the way you might accept in an emergency room. Even with specialists, people generally have a relationship with their specific cardiologist, even within a group practice.
The traditional logic behind paying a multiple of EBITDA has always been that the multiple should shrink the more integral the owner is to the business's actual success, that's how it's classically worked in business valuation generally, whether or not everyone agrees with me on this. If I'm buying Dr. Susie Smith's practice and Dr. Smith is retiring in three to six months, I'd typically pay a lower multiple, since the practice's value is genuinely tied to her personally. If I'm buying a supermarket where nobody even knows who the owner is, I'd pay a higher multiple, since the business's success isn't tied to one identifiable person. My suspicion is DSOs are trying to work around this exact dynamic by locking the selling doctor in for five years, but I still think many of them are overpaying.
So what happens from here, in my view? These practices end up on a DSO's balance sheet as assets that I believe are overvalued. As a DSO acquires more offices, its own overall valuation climbs, sometimes in a fairly exponential way, which attracts more outside investment, and early investors or founding doctors within that DSO can cash out at a substantially higher valuation than when they started. I think this pattern continues for a while, since it's genuinely how a lot of these DSOs generate returns for their backers, recapitalizing as new investors come in and earlier ones exit. What DSOs are generally good at is adding specialists and keeping day-to-day operations reasonably efficient. What they're not necessarily good at, particularly once the original selling doctor's commitment period ends and that person moves on or retires, is recapturing the personal drive and investment that originally built the practice into something worth buying in the first place.
That's part of why, if I were advising a client on building multiple locations, I'd lean toward several smaller, more manageable offices rather than one or two enormous ones. A practice doing half a million dollars a month, $6 million a year, isn't a problem on its own, but if you have several locations at that scale and one has a genuinely bad month, the overhead gap that creates is a real cash flow problem you have to cover from somewhere. A smaller office doing $100,000 a month with proportionally lower overhead is far less catastrophic during a rough stretch. It's also, frankly, a more sensible way to grow, and it plays directly to a strength DSOs generally lack: scaling a smaller practice into a much larger one. I can say with genuine confidence, not bravado, that taking a practice doing $300,000 to $400,000 a year and scaling it past a million within a year is entirely achievable, nothing unethical about it, customer service improves, the place gets genuinely busy with a strong team. So personally, I'd rather buy a smaller practice for a couple hundred thousand dollars and scale it to a million, ending up with something worth $700,000 that I paid $200,000-something for, than pay an enormous premium for a $5 million practice and then have to make absolutely sure it never contracts, which is precisely the position I think a lot of DSOs are going to find themselves in.
My prediction, and again, this is speculation on my part, is that some DSOs will genuinely thrive long-term, particularly the more established, well-run ones, while others end up facing something like a mini version of the 2008 financial crisis, a Lehman Brothers-style reckoning specific to their sector, because their balance sheets are propped up by overvalued acquisitions. Given how personal a relationship-driven field dentistry is, I think that risk is real for at least some of these entities. I could be wrong, but that's genuinely where I think this is heading.
How does all this actually affect you, or MGE clients specifically? Honestly, not that much, and here's why: there's been a genuine undersupply of practicing dentists for a while now, something I've covered in prior episodes, and that supply is only just beginning to catch up, while the population keeps growing every single day. There will always be demand for dental care, everybody has a mouth. If you're a genuinely good clinician who also knows how to run a business, succeeding in private practice remains very achievable. My guess is you'll see a mix going forward: some DSOs surviving and thriving, some dentist-owned, multi-location groups where the founding doctor maintains a real, active presence across a growing number of practices, and plenty of straightforward private practices continuing to do well. You'll also see people sell to a DSO, relocate, and simply start building again elsewhere, which honestly isn't that difficult to do.
So, should you sell? Ultimately that's genuinely your call. I've walked through the major considerations, but if the deal genuinely works for you, get an excellent attorney, negotiate it so it truly fits what you want, and make sure you're not going to regret it a year or two down the line. And once you're through whatever commitment period you've agreed to, if you're free to do so under your non-compete, there's nothing stopping you from opening another practice wherever you're permitted to. Plenty of people have done exactly that, and it's genuinely not as difficult as it might sound.
I wanted to put this out there, and to be clear, this is a topic that's much more relevant to a North American context, though I know we have listeners from all over the world, which is genuinely great to see. You may not be facing this decision right now, but it's worth having in the back of your mind for the future.
I hope this helped. If you have questions about MGE, you can find us online at mgeonline.com, or email me directly, I'll put the link on the episode webpage, jeffb, b as in boy, at mgeonline.com, or call us at (800) 640-1140. Folks, have a great week, and we'll see you at next week's episode.