Understanding the Art of Selling Your Medical Practice

Part Two: Medical Practice Valuation

By Dr. David Edward Marcinko, MBA, CMP


In Part 1, we discussed how to establish fair market value (FMV) for a medical practice in the article, “Establish Your Practice’s Fair Market Value.” This time, we’ll review important terms and conditions for the sale transaction.

LINK: https://medicalexecutivepost.com/2023/02/02/establish-your-practices-fair-market-value/

Valuation Types

Unfortunately, as a general rule, medical practice worth is presently deteriorating. A good medical practice is no longer a good business necessarily, and selling doctors can no longer automatically expect to extract a premium sale price. Nevertheless, appraising your medical practice on a periodic basis can play a key role in obtaining maximum value for it.

Competent practice valuation specialists typically charge a retainer to cover out-of-pocket expenses. Fees should not be based on a percentage of practice value, and may take 30-45 days to complete. Flat fees should be the norm because a sliding scale or percentage fee may be biased toward over-valuation in a declining marketplace. Fees range from $7,500-$50,000 for the small to large medical practice or clinic.

Expect to pay a retainer and sign a formal, professional engagement letter. Seek an unbiased and independent viewpoint. Buyer and sellers should each have their own independent appraisal done, using similar statistics, accounting measures, and economic assumptions.

At the Institute of Medical Business Advisors, Inc www.MedicalBusinessAdvisors.com we use three engagement levels that vary in intensity, purpose, and cost:

1. A comprehensive valuation provides an unambiguous value range. It is supported by most all procedures that valuators deem relevant, with mandatory onsite review. This gold standard is suitable for contentious situations. A written “opinion of value” is applicable for litigation support activities like depositions and trial. It is also useful for external reporting to bankers, investors, the public, Internal Revenue Service (IRS), etc.

2. A limited valuation lacks additional suggested Uniform Standards of Professional Appraisal Practice (USPAP) procedures. It is considered to be an “agreed upon engagement,” when the client is the only user. For example, it may be used when updating a buy/sell agreement, or when putting together a practice buy-in for a valued associate. This limited valuation would not be for external purposes, so no onsite visit is necessary and a formal opinion of value is not rendered.

3. An ad-hoc valuation is a low level engagement that provides a gross non-specific approximation of value based on limited parameters or concerns involved parties. Neither a written report nor an opinion of value is rendered. It is often used periodically as an internal organic growth/decline gauge.

Structure Sales Transactions

When the practice price has been determined and agreed on, the actual sales deal can be structured in a couple of ways:

(1) Stock Purchase v. Asset Purchase

In an asset transaction, the buyer will receive a tax amortization benefit associated with the intangible value of the business. This tax amortization represents a non-cash expense benefiting the buyer. In this case, the present value of those future tax benefits is added to the business enterprise value.

(2) Corporate Transactions

Typical private deals in the past involved some multiple (ratio) of earning before income taxes (EBIT)—usually a combination of cash, restricted stock, notes receivable, and possibly assumption of liabilities. For some physician hospital organizations, and public deals, the receipt of common stock can increase the practice price by as much as 40-50 percent (to accept the corresponding business risk, in lieu of cash).

Complete the Deal

The deal structure will vary depending on whether the likely buyer is a private practitioner, health system or a corporate partner. Some key issues to consider in the “art of the deal” include:

  • Working capital (in or out?): Including working capital in the transaction will increase the sale price.
  • Stock vs. asset transaction: Structuring the deal as an asset purchase will increase practice value due to the tax amortization benefits received by the buyer for intangible assets of the practice.
  • Common stock premium: The total sale price can be significantly higher than a cash equivalent price for accepting the risk and relative illiquidity of common stock as part of the payment.
  • Physician compensation: If your goal is to maximize practice value, take home a lower salary to increase practice sale price. The reverse is also true.

Understand Private Deal Structure

Assuming a practice sale is a private transaction, deal negotiations are based on the following pricing methodologies:

Seller financing: Many transactions involve an earn-out arrangement where the buyer puts money down and pays the balance under a formula based on future revenues, or gives the seller a promissory note under similar terms. Seller financing decreases a buyer’s risks (the longer the terms, the lower the risk). Longer terms demand premiums, while shorter terms demand discounts. Premiums that buyers pay for a typical seller-financed practice are usually more than what you would expect from a simple time value of money calculation, as a result of buyer risk reduction from paying over time, rather than up front with a bank loan or all cash. Remember to obtain a life insurance policy on the buyer.

Down payment: The greater the down payment for acquisition of a medical practice, the greater the risk is to the buyer. Consequently, sellers who will take less money up front can command a higher than average price for their practice, while sellers who want more down usually receive less in the end.

Taxation: Tax consequences can have a major impact on the price of a medical practice. For instance, a seller who obtains the majority of the sales price as capital gains can often afford to sell for a much lower price and still pocket as much or more than if the sales price were paid as ordinary income. Value attributed to the seller’s patient list, medical records, name brand, good will, and files qualifies for capital gains treatment. Value paid for the selling doctor’s continuing assistance after the sale and value attributed to a non-compete agreement are taxed at ordinary income. A buyer willing to allocate more for items with capital gains treatment, or a seller willing to take more in ordinary income, can frequently negotiate a better price. This is the essence of economically prudent practice transition planning.

Sidestep Common Buyer Blunders

Here are 10 blunders to avoid, as a buyer:

1. Believing the selling doctor’s attestations. Always verify data through an independent appraisal.

2. Wanting to change the culture of the practice. Be careful: Patients may not adjust quickly to change.

3. Using all available cash without keeping a reserve for potential contingencies.

4. Creating a conflict with the seller by recognizing a weakness and continually focusing on it for a bargain price.

5. Failing to realize that managed care plan contracts can be lost quickly or may not be always transferable.

6. Suffering from analysis paralysis. Money cannot be made by continually checking out a medical practice, only by actually running one.

7. Not appreciating the uniqueness of each practice, and using inaccurate “rules of thumb” from the golden age of medicine.

8. Not realizing that practice worth and goodwill value have plummeted lately and continue to decline in most parts of the country.

9. Not understanding that practice brokers may play both sides of the buy/sell equation for profit. Brokers usually are not obligated to disclose conflicts of interest, are not fiduciaries, and do not provide testimony as a court-approved expert witness.

10. Not hiring an appraisal professional who will testify in court, if need be, using the IRS-approved USPAP methods of valuation. Always assume that the appraisal will be contested (many times, it is).

After pricing and contracting due diligence has been performed, the next step in the medical practice sale process—as Donald Trump might say—is just good, old-fashioned negotiation.

Electronic Downloads

Part I: Part I

Part II: Part II

Additional Reading:

Cimasi, R.J., A.P. Sharamitaro, T.A. Zigrang, L.A.Haynes. Valuation of Hospitals in a Changing Reimbursement and Regulatory Environment. Edited by David E. Marcinko. Healthcare Organizations: Financial Management Strategies. Specialty Technical Publishers, 2008.

Marcinko, D.E. “Getting it Right: How much is a plastic surgery practice really worth?” Plastic Surgery Practice, August 2006.

Marcinko, D.E., H.R. Hetico. The Business of Medical Practice (3rd ed). Springer Publishing,New York,N.Y., 2011.

Marcinko, D.E. and H.R. Hetico. Risk Management and Insurance Planning for Physicians and Advisors. Jones and Bartlett Publishers, Sudbury, Mass., 2007.

Marcinko, D.E. and H.R. Hetico. Financial Planning for Physicians and Advisors. Jones and Bartlett Publishers, Sudbury, Mass., 2007.

Marcinko, D.E. and H.R. Hetico. Dictionary of Health Insurance and Managed Care. Springer Publishers, New York, N.Y., 2007.

Marcinko, D.E. and H.R. Hetico. Dictionary of Health Economics and Finance. Springer Publishers,New York,N.Y., 2007.

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Socially Responsible and ESG Investing!


[By Rick Kahler CFP®]

The concept of socially responsible investing is far from new; the first SRI fund appeared in 1952. Since then, these funds have used social and ethical screens to exclude companies selling products like tobacco, alcohol, or firearms.

You may not have heard of the next generation of SRI funds, called ESG funds, which means environmental, social and governance funds. Social responsibility is just one-third of the expanded focus of these funds, which also look to include companies that are sensitive to the environment and have more holistic corporate governance.


In recent years, ESG investing has exploded. According to a July 11, 2018, article in Forbes, The Remarkable Rise of ESG, by Georg Kell, over $20 trillion is invested in ESG funds. This accounts for 25% of all the professionally managed assets in the world. There are currently 275 ESG mutual funds and ETF’s from which to choose.

Yet one facet of investing in ESG funds is widely misunderstood. While ESG investing may help you feel better about yourself, it does not actually impact or hamper the companies you choose not to own.

This may come as a surprise to many ESG investors, who commonly believe that by not owning the shares of an offensive company they are restricting the flow of capital to that company, thereby imperiling its existence. For the most part, that isn’t the case.

The offenders

Listed among the worst offending companies by several ESG organizations are Philip Morris, WalMart, Tyson Foods, Pepsi Corporation, Coca-Cola, and Chevron. No dedicated ESG investors would have these companies in their portfolios. None of these companies would care or be hurt in the least if you didn’t own any of their shares.


The only time a company benefits from a sale of stock is when the company initially goes public (called an initial public offering, or IPO) or issues additional new shares to raise capital. These are actually fairly rare events.

Most stocks are bought and sold in the “secondary” market through exchanges like the New York Stock Exchange. These platforms facilitate transactions between individuals or institutions wanting to buy or sell shares in a company. The money moves between the buyer and the seller; none of the money goes to the company.

Another way companies receive funding to support their ventures is to borrow money from investors. This is called issuing a bond and is similar to an IPO, only the investor receives a promise from the company to pay them back at some future date and receives interest on the loan in the meantime.

Just like stocks, bonds are only issued by a company once. From then on, buying and selling bonds is done on the open market, and none of the money paid or received goes to the company.

So if you want to punish a company, don’t buy stocks or bonds it issues directly. Otherwise, excluding its shares from your portfolio has no effect on the company’s profits or cash flow.





But if no one bought a company’s shares on the secondary market, wouldn’t that have an impact? Yes, it most certainly would. If the demand for the shares of a company dried up, the company’s stock price would plummet.

The problem is the demand for the shares of these companies isn’t going away as long as they remain profitable. If 25% of investors purchase ESG funds,  that leaves 75% of the market willing to buy these companies. This includes the 20% of stocks owned by passive index funds, which own the entire market.


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Speaker: If you need a moderator or speaker for an upcoming event, Dr. David E. Marcinko; MBA – Publisher-in-Chief of the Medical Executive-Post – is available for seminar or speaking engagements.

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ESG Investing: Not So Hot … Anymore?

By Staff Reporters

Environmental, Social, and Corporate Governance

Florida is pulling $2 billion from BlackRock in the largest divestment ever made as part of the growing vendetta against Environmental, Social, and Governance (ESG) investing practices. Florida Governor Ron DeSantis and other Republican leaders claim that by taking ESG standards into account when making investment decisions, the firm isn’t prioritizing the bottom line. But, for a few years, things were good. In 2020 and 2021, ESG funds outperformed the market by ~4.3%.

DEFINITION: According to Wikipedia, ESG (environmental, social, and corporate governance) data reflect the externalities (costs to others) an organization is generating with respect to the environment, to society and to corporate governance. ESG data can be used by investors to assess the material risk the organization is taking and by the organization itself as metrics for strategic and managerial purposes. Investors may also use ESG data beyond assessing material risks to the organization in their evaluation of enterprise value, specifically by designing models based on assumptions that the identification, assessment and management of sustainability-related risks and opportunities in respect to all organizational stakeholders leads to higher long-term risk-adjusted return. Organizational stakeholders include but not limited to customers, suppliers, employees, leadership, and the environment.

CITE: https://www.r2library.com/Resource/Title/082610254

Since 2020, there has been accelerating interest in overlaying ESG data with the Sustainable Development Goals (SDGs), developed based on work by United Nations beginning in the 1980s.

LINK: http://www.ESG.org

The term ESG was popularly used first in a 2004 report titled “Who Cares Wins”, which was a joint initiative of financial institutions at the invitation of UN. In less than 20 years, the ESG movement has grown from a corporate social responsibility initiative launched by the United Nations into a global phenomenon representing more than US$30 trillion in assets under management. In the year 2019 alone, capital totaling US$17.67 billion flowed into ESG-linked products, an almost 525 percent increase from 2015, according to Morningstar, Inc.. Critics claim ESG linked-products have not had and are unlikely to have the intended impact of raising the cost of capital for polluting firms, and have accused the movement of greenwashing.

PODCAST: https://medicalexecutivepost.com/2022/10/10/podcast-what-is-financial-green-washing/

Now All Mad

DeSantis ran his most recent campaign on fighting the “woke ideology” he believes is infiltrating the state. As part of the fight, Florida passed a resolution in August that said ESG standards should be ignored when investing state funds.

And he’s not the only one:

  • Other Republican-controlled states, including Missouri and Louisiana, have moved almost $1.3 billion away from BlackRock for similar reasons.
  • Texas flagged BlackRock as a financial firm that boycotts the state’s energy industry (something BlackRock has denied).

Meanwhile, Democrats aren’t happy either…they criticize BlackRock and ESG investing in general for not going far enough (and for using lax standards that let oil giants onto lists of ESG investments).

Bottom line: According to the Morning Brew, BlackRock and Florida are now cursed to yell “How could you prioritize politics over returns?” back and forth for eternity, and the debate over ESG investing is far from over. Republicans are poised to take over the House—after a campaign season that BlackRock poured record cash into—so we’re likely to see more drama play out at the federal level soon.



Thank You


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