What You Need to Know Before Signing a Covenant Not to Compete
You’ve graduated from veterinary school so naturally, you’re ready to get your feet wet and start practicing. Nearly every veterinarian will be an associate at the beginning of their career and with that comes the dreaded associate contract. You found a great associate opportunity and you’re eager to start collecting paychecks. But before signing that contract, particularly the noncompete clause, be aware of the details that could prevent your opportunity to start your own practice in the areas/neighborhoods you desire.
A covenant not to compete, otherwise known as a non-compete agreement, or restrictive covenant, is a clause in the contract that prohibits the restricted party from engaging in services similar to those of a non-restricted party. Non-compete agreements may restrict a veterinarian’s actions by time, location, and clients.
Here are some valuable tips before signing a non-compete agreement for veterinarians who plan on owning their own practice in the near future.
Be sure you understand every detail: Associate contracts are designed to protect the owner more so than the associate. OMNI Practice Group highly recommends you have an attorney who specializes in veterinary Associates contracts review all legal documents before signing. If you don’t already have an attorney, we will be more than happy to recommend one.
Advocate for the minimal non-compete radius: A standard non-compete radius should be between 3 to 5 miles. Keep in mind the radius is “as the crow flies.” In more rural areas, we have seen up to 15 to 20 miles, but of course try to negotiate for less, especially if you plan to stay in the area.
The shorter the better: We’ve seen unfavorable terms of up to five years. Typically, your non-compete clause should only be enforceable for 1 to 2 years. Try to negotiate to a shorter period, that will work in your favor when you’re ready to own your own practice.
Be sure your non-compete only covers the location in which you are employed: If your employer owns multiple locations, but you’re only seeing patients at one specific office, make sure your non-compete only applies to that location.
Notice of resignation: Keep in mind that when you’ve found the ideal practice to purchase or if you decide to do a start-up, the process can move rather quickly. We’ve seen contracts that require the associate to give up to 6 months’ notice before leaving their position – a fair amount of notice is typically 30 days. Be sure to negotiate the least amount.
My rule of thumb when it comes to associate contracts is “Less is Best” …well, with the exception of wages!
When you’re ready to purchase a practice or just want to discuss the process in preparation please feel free to give us a call at 877-866-6053 for a free, no-obligation consultation. We’re here to help you!
Read MoreSteps to Purchasing a Practice
By Happy New Year! Thank goodness 2020 is over and we can start looking forward to 2021. We all hope this is a year of change. We hope to begin getting control of Covid-19 with vaccines and some immunity for those who caught and survived COVID. There will be a change in the Presidency. Hopefully, there will be a change and restaurants can be fully open again. But what about you? Is this the year you change and become a practice owner?
Most veterinarians dream of eventually owning their own veterinary practice. But veterinarians tend to put off ownership for a variety of reasons. A couple of big reasons are that you have never done it before, you are not familiar with the process, or you’re just completely afraid of the unknown.
A great philosopher once said, “If you can dodge a wrench, you can dodge a ball”. What does that have to do with buying a practice? A lot, actually. What the philosopher is referring to is that if you can dodge an object, a wrench, for example, you can dodge another object, such as a ball. Applying this theorem to the practice buying world, if you have ever completed a major purchase, or made a major decision, the process and steps are the same.
We know you have made major decisions in your life, otherwise, you wouldn’t have a DVM behind your name. You decided which veterinary school to go to. In doing so, you did research. You looked at the pros and cons of each veterinary school and weighed them. You may have talked with some friends or mentors who went to those schools. You analyzed other factors like the location, cost, and how good of veterinarians the schools have turned out. You also may look at socio-economic considerations. Then, you made the decision and lived with it. And here you are facing another major decision in your life. Purchasing a veterinary practice.
Buying a veterinary practice is similar. The first step is figuring out the variables of what type of practice you want. Where do you want to practice? How many rooms do you want to have? Do you want to own the real estate? Do you want a practice with high production or one that you can build? Once you’ve come up with your criteria, the next step is to locate potential practices that may be on the market. You may also consider doing a startup. You analyze the practices that are on the market. You may see one or two you like. You contact the broker to get information on the practice. This is typically called a practice prospectus or practice offering memorandum. Some brokers will send tax returns, profit, and loss statements, and practice management reports up-front. You get all this information, and it looks like it is written in Latin. You may not have any clue how to read the reports. The broker can go over the numbers with you, or you can also hire an independent broker, phone a friend who knows business, or possibly a CPA. After you have looked at the numbers and that passes your and your advisor’s scrutiny, the next step is to go see the practice.
You contact the broker and set up a showing of a couple of practices. Looking at a practice is like looking at a house for sale. You may see things you like and things you do not like. But know that things can be changed. We have had doctors decide they don’t want a practice because the carpet is outdated, or the paint is ugly. There are people who can paint and change out the carpet. They do it for a living. They’re called painters and carpet layers. So, don’t exclude a practice because it is ugly. Have a little vision and think about how you may make it your own style.
Another one that throws potential buyers off is equipment. The exam tables may be dated and worn, the x-ray machine may be old, etc. Prices of equipment have come down. Remember, you may be in this practice for 20+ years. Spreading out the cost of new equipment, even if it’s $50,000 or $100,000, can be as little as $2,000 per year.
After you have looked at the practice, you like the location, but there may be one or two things that do not fit your criteria. Remember that the cash flow of the practice is always the number one consideration. I have been selling practices for 15 years and I have seen some ugly, small, outdated practices collecting $1,000,000 and taking home $500,000. I have seen ugly practices collecting $400,000 and taking home $250,000 on 3 days of work per week. Don’t judge the book by its cover. It is what’s inside, or the cash flow inside that really counts.
After you have decided that this is a good practice and you would like to purchase the practice, you make an offer through a letter of intent. It is a non-binding agreement where the broker typically provides a template. You can either come up with your own offer or work with your advisor to come up with the offer. If it’s a good practice and the broker has reasonably priced the practice, make a good offer close to or at the asking price. DO NOT LOW BALL THE PURCHASE PRICE IF YOU ARE SERIOUS ABOUT PURCHASING THE PRACTICE! You will just upset the seller and they won’t even want to work with you after receiving a low-ball offer.
You will want to begin contacting bankers who specialize in veterinary practice financing. Brokers know most all of them and which ones are lending at the moment. Ask the broker for a name or two. The banker will ask for your personal financials. They love to see you have some cash in the bank and not much credit card debt. Bankers will be more interested in how the practice is doing. They love to see a practice with great cash flow.
You next jump into due diligence on the practice after the offer has been accepted. You go into the practice on the weekend and go through the charts, x-rays, equipment, etc. There are checklists you can use to do the due diligence or bring along an advisor. However, be careful with advisors as some will just want to look for the bad things in the practice. Don’t throw out the baby with the bathwater if they point out vaccine appointments are not what they should be. Remember, almost everything can be fixed. Just note it and continue on.
If everything goes well on the due diligence, you let the broker know you are moving forward. The seller’s attorney will draft up agreements. You will then hire your own attorney. Ask your advisor or broker for a veterinary specific attorney. Using a non-veterinary attorney will cost you additional money. We have seen non-veterinary attorneys charge double, triple, and more to put agreements together. After the agreements have been “agreed” upon, the next and final step is closing. At closing, you sign the agreements and take over the practice.
There are some additional steps in the process that your broker can help you with, but these are the basic steps in purchasing a practice. So, just like purchasing anything else or making any major decisions, you just need to go through the steps, rely on your advisors, and dodge those wrenches! As always, we are here for you for a free consultation, just give one of our experienced brokers a call.
Read MoreA Tale of Two Vets
The following is a story about two veterinarians who had dreams of owning their own practice. While the story may seem a bit farfetched, it is based on true events. In fact, we have seen this story multiple times in today’s environment. Maybe this happened to you?
Shawn and Lilly graduated from the same veterinary school in 2010. They were good friends and always enjoyed talking about their plans after graduating from Veterinary school. Shawn had dreams of owning a practice in his hometown of Yakima, WA. Lilly had a goal of opening a large practice in Portland, Oregon.
Upon graduation, both had lined up associate veterinary jobs in their hometowns. Shawn worked for a veterinary clinic owned by a solo/single veterinarian. Lilly got an associate job working for Happy Pet, a corporate-owned practice with 25 locations on the West Coast. Shawn enjoyed his job working in his hometown. The doctor that owned his practice was a nice man, gave back to his community, and was fairly generous with Shawn as well. Lilly was not as happy as Shawn. Her corporate job required her to work weekends. She also worked on a lot of reptiles as the manager and one of the techs, whom they knew didn’t like her, also knew she didn’t enjoy working on reptiles. Yet, Lilly continued to go to work every day in the practice with a grin on her face. A fake grin, but a grin, nonetheless.
After three years, Lilly was asked to take the emergency calls for the rest of the summer. This was after Lilly had planned and paid for a two-week vacation in the Bahamas. Lilly went home and decided, enough is enough. “I’m going to buy my own practice, work when I want to work, and on what animals I want to work on.”
Lilly immediately went online and searched for practices for sale in Portland. Happy Pet wasn’t smart enough to have her sign a non-compete agreement, so she could buy a practice anywhere. Lilly saw three potential practices listed with Jim Vander Mey at Omni Practice Group. She called Jim. He was very helpful and explained the pros and cons of each practice. He showed her each of the practices. Lilly loved one that was across town from Happy Pet. Jim represented the seller but still helped Lilly with due diligence, obtain financing, and referred her to a good veterinary attorney.
Within a few days of closing on the sale of her practice, Lilly’s love for veterinarian work returned. She loved seeing the pets that came in. She adored her staff. There was an assistant that mutually parted ways, but Lilly hired a new assistant who was friendly and amazing. Lilly also adjusted the hours to work a schedule that allowed her to also have a personal life. After a couple of years, the practice was doing so well, that she hired an associate in her practice and expanded hours. The associate actually enjoyed working weekends! Lilly ended up paying off her practice loan of $500,000 in under 5 years.
Meanwhile back in Yakima, Shawn is content working his job for the owner-veterinarian. Sure, the owner has told him he would sell him the practice “when that time came”. But the owner is only 52, so it may be another 10 or 15 years. Shawn had an opportunity to purchase another practice that came up for sale 7 miles away from the practice. But the owner was smarter than Happy Pet. The owner had Shawn sign a 20 mile and 5-year non-compete agreement. Ouch! Shawn’s salary when he started in Yakima was $60,000 per year. Over the past 5 years, he had worked up to $70,000 per year with medical benefits! Shawn, of course, had no equity in the practice.
At the 10-year class reunion, Shawn and Lilly ran into each other. Lilly asked Shawn how things were going? Had he achieved his goal of practice ownership in Yakima? Shawn told her, “No, but I’m hoping to buy the practice I’m currently in someday.” He told her that the seller had promised him he would sell it to him when he retires.
Shawn asked Lilly if she had purchased a practice in Portland? Lilly lit up. “Yes! I purchased a practice 7 years ago. I paid it off in 5 years. I have an associate working for me that enjoys doing those things that I don’t like. I have an amazing staff that we get along so well that we occasionally hang out together outside of work. I was recently offered $2.5 million for my practice from a corporate buyer. I’m not sure I’m going to accept the offer though. I’m taking home $175,000 per year, I’m loving what I do, love my staff and associate, it’s what I dreamed of when I wanted to own my own clinic…” Lilly quickly shut up as she realized she was sounding like a braggart and felt somewhat sorry for Shawn. She told Shawn that she would be happy to introduce him to her broker, Jim Vander Mey from Omni Practice Group who would help him find a practice of his own. Shawn said he would think about it.
Fast forward three more years. Lilly receives a “Just Sold” postcard stating that the practice in Yakima that Shawn worked at and had been told he could buy when the seller was instead sold to a corporate group practice. To make matters worse, the corporate buyer was Happy Pet – the same group that Lilly had worked for and didn’t enjoy their management style. Poor Shawn, Lilly thought. If only he would have taken me up on my offer to meet my broker at Omni. He would have gotten him into a practice right away and Shawn would be enjoying practice ownership.
Don’t let this story happen to you. Fulfill your dream of practice ownership. Give Jim a call today for a free practice purchase consultation.
Tips to Avoid Fraud and Embezzlement
We see embezzlement in the veterinary office all too often. The average embezzlement amount REPORTED is over $100,000 in a veterinary practice, and we know most is not reported or ever discovered. Please review the following tips to avoid embezzlement, as well as signs from employees to be aware of.
-Limit access to practice management software to make adjustments, and format software to disallow deletions or changes after the close of each month. Assign passwords to each employee. Ensure the software company understands that you are the only person that can make changes to the software.
-Clearly set expectations and protocol for making adjustments.
-Review daily reports for adjustments, provider production (ensure there are no “zero” charges), collections, over-the-counter collections, and audit/deletion. Ask questions and research as appropriate.
-Review and confirm the accuracy of daily reconciliation of deposit, petty cash, and cash drawer. Confirm monthly bank reconciliations.
-Review accounts receivable aging reports each month and research any accounts as appropriate.
-Do not allow team members to purchase things for the office and be reimbursed.
-Match up all accounts payable checks with statements and confirm accuracy. Watch for vendors or names you don’t recognize or come up frequently.
-Confirm all bills and credit card statements are accurate.
-Never sign a blank check for a team member, client, or vendor.
-Ensure checks are in numeric order and keep all voided checks.
-Look for trends, such as missing checks, incorrect deposits, missing charts, increased adjustments, and patient complaints.
-Review the details of each team member’s paycheck and year-to-date numbers.
-Perform background checks according to state law.
-Have your veterinary-focused CPA involved with your bookkeeping
-Implement a comprehensive written Office Policy and Employee Manual
Potential Employee Warning Signs
- Resistance to change or having your veterinary CPA or consultant view additional practice information
- Collections have slowed with no justified reason
- Daily deposit reconciliation is not being done timely or is inaccurate
- Adjustments increase with no justified reason
- Team member refuses to take a vacation, wants to take work home, has a financial crisis, and/or resents your income and lifestyle
Why it May Be Okay to Overpay for a Veterinary Practice
Jim Vander Mey, CPA, ABI, is a Senior Veterinary Practice Broker with OMNI Practice Group, as well as a Certified Public Accountant. In this video, Jim explains the cost of waiting to buy a veterinary practice. You may be surprised how much money you could lose out on by waiting to buy, even in 2020, and why overpaying for a veterinary practice now can end up saving you $$$ in the long run.
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