Overview – The “Work Back” Period
The most common objection to pursuing a transition to or affiliation with a dental group – vs. selling to another private dentist – is the amount of time the seller is asked to commit to continue leading the practice post-closing – aka the “Work Back” period.
DSOs have been the driving force behind dental practice valuations for many years now. As competition for these assets increased, one of the most consistent deal terms increased similarly – almost in lockstep. As cash flow multiples expanded, so did the Work Back periods.
What Does the Work Back Serve to Do?
The primary function of the Work Back period is to support practice consistency starting with clinical leadership at the top. The “Base Case” for most DSO buyers is simply to repeat history. This Base Case scenario, paired with contingent and performance-based incentives, is intended to align with the seller’s and buyer’s mutual growth objectives.
The extension of the Work Back period from two years or less to now five years in most transactions is simply a reflection of risk-sharing between buyer and seller as cash flow multiples nearly doubled in most markets over the last decade.
In fact, the lenders to both DSOs and private practice dentists have become increasingly sensitive to practice valuations and deal terms – including the ongoing presence of the selling doctors. Some DSO lenders structurally cap valuations with their own loan covenants.
So, in a way, the Work Back period functions like a game of HORSE. To ultimately win the game and receive the full valuation - including the DSO-Premium - sellers need to “prove it”.
Beyond the dollars and sense, the ongoing presence of selling doctors is usually the best way to de-risk any transition and protect and insure the invaluable relationships with patients and staff - i.e. the Goodwill they just sold to the buyer.
The fundamental asset being conveyed is the patient base and the Work Back period is the single best insurance policy for patient retention. That's it. Full stop.
What’s Next?
Practice valuations remain strong and they may be on the backside of the peak from the last frothy M&A cycle. Interest rates, consumer confidence, distressed acquisition platforms, hygiene staffing, and insurance-related challenges are not going anywhere.
In fact, many of these elements are likely to continue to place downward pressure on practice valuations and/or more stringent deal terms from lenders for those looking to grow or achieve liquidity through private practice acquisitions.
The good news is that dentistry still remains a comparatively high-margin industry when compared to healthcare more broadly.
Have a great weekend!
Sean