Not too long ago, we introduced you to Jane and Steven Buchan, a pair of licensed optometrists who are looking to take the next step in their careers by purchasing an independent eye care practice. It’s a daunting leap forward for them, but they’ve chosen this route for several reasons:

  • They will be working with an existing client base, instead of developing one from scratch.
  • They don’t need to build the office from the ground up, choosing instead to renovate and maintain the existing facility.
  • They will have the opportunity to take over, learn from and build on the financial history and business plan of the previous business owner.
  • They will be able to get the business up and running faster than if they were starting net new.
  • They now have better chances for securing a good loan or additional lender support, as the existing business already has its own financial statements and a cash flow history that can be used to demonstrate profitability.

They’re both incredibly excited and anxious to begin putting their name on a business that they can own and grow together. Despite the comprehensive optometry training and experience they’ve acquired in recent years, they still somehow find themselves completely overwhelmed by the mountain of paperwork and obligations looming over them as they prepare to purchase. Who do they turn to for help?

The good news is that there are professionals you can count on whose expertise ties directly into complex business transactions such as these. The acquisition of any business is a big game and life changer for any healthcare professional, so it’s always good to take time and seek out specialized advice. Whether you are a seller or a buyer, arming yourself with the knowledge and counsel of licensed, reliable professionals is a benefit that cannot be understated.

Certified Public Accountant

Arguably the most important step in preparing to sell or buy a business is to make sure that its financial records are clean, up to date and duly completed. For sellers, it is also a good idea to make sure that all outstanding payments (to vendors or from customers) are settled before putting the business up for sale, as any unpaid balances increase the liability of a business and the risk associated with purchasing it.

This is where a certified accountant comes in handy. An accountant is your guide into doing due diligence and delving into the nitty gritty of the company’s financial paperwork. This will include anything from cash flow statements, evidence of working capital, accounts payable and receivable, previous and current vendor contracts, employee files, tax records, employment agreements, lawsuits, debts, leases, and all other details related to the company’s history. Accountants for both the seller and the buyer will need to examine these records. For either party, accountants will help you devise and negotiate a financing strategy that best aligns with your interests over the course of the transaction, taking into account important considerations such as capital gains deductions, tax deferral opportunities, purchase and sale of assets, purchase and sale of shares, valuations and potential sources of funds. Long after the business sale has been terminated, you will continue to rely on the help of your accountant to help you improve your business plan, maximize profitability and maintain the financial documentation required of you by the government and your shareholders.

Lawyer or Specialized Business Sale Attorney

Because businesses vary in size, specialty and complexity, it is important to find a law firm or a lawyer whose abilities cater to your specific professional needs. One of your first steps should be to reach out to your network to see if anyone has recommendations for firms or professionals with industry-specific experience, preferably a lawyer who has handled a similar transaction for another eye care professional in the past. Once you find a lawyer who appears to be a good fit, do not hesitate to check and ask for references.

An experienced, trustworthy lawyer can be one of your most valuable assets in detangling the intricacies that surround a business sale. As a seller, a business sale lawyer can assist you with drafting the necessary paperwork to prep the sale, which includes non-disclosure agreements, letters of intent, regulatory approvals, and agreements of purchase. As a buyer, your lawyer can help you evaluate the health of the business in question, examine the tax and liability implications of the acquisition, outline agreements related to shares and equity, and vet the contracts and clauses that are involved in the purchase.

In most cases, a lawyer can provide an objective second opinion on many aspects of the business sale that would have otherwise gone unnoticed and without consideration. This is the type of decision that will change your life and impact your family for several years to come. Your lawyer will be there with you every step of the way to help you face the more difficult questions that you will have to consider:

  • “What are the responsibilities of your business partner and/or your significant other if you were suddenly deemed unfit to continue working?”
  • “What will happen if the business defaults before the entire loan amount is paid?”
  • “In case of a drastic change of circumstances, is there flexibility for renegotiating repayment terms and what assets can be used to help repay the balance?

Like accountants, lawyers can also assist buyers with due diligence, which for them includes thorough research on the business’ history and finances, with a projection of its sustainability and future profitability. Most importantly, they represent your best interests when collaborating and communicating with all the parties involved in the transaction.

Since legal services are largely a buyer’s market, you have more leverage than you think when negotiating your attorney fees. At the same time, you must be cognizant of the specialization and the quality of the service provided and be ready to pay an appropriately high fee for their time and experience. Revising an existing contract or drafting one from scratch, can cost a business owner thousands of dollars for that single document. To make sure you are both on the same page, it is important to communicate your needs and your intentions for the business to your attorney early on. For the rest of the transaction and beyond, they will have a great influence on the success of your acquisition, and how well the business itself succeeds post-transition.

Business Market Brokerage

This type of brokerage is very different from other types of brokerages that you may already be familiar with. A reliable full-service business sale brokerage can provide a premium service to sellers by overseeing and coordinating the business’ entire transition from one owner to the next. A brokerage can act as the liaison between your lawyer, your accountant, the valuator and all other professionals that represent you or your buyer. The broker will also help prepare your business for sale by establishing a list of potential buyers and ensuring that a selected buyer is a good fit for the purchase. According to Jacqueline Fleischmann, Director of Business & Legal Affairs for ROI Corporation Brokerage, experience counts: “You want to identify a broker with proven expertise and a track record in your industry. Look for a brokerage that understands how an optometry practice is operated and managed. A good brokerage will be able to provide insight about current trends in the industry and how they translate to your region/location.” Brokers are typically paid a commission based on the final sale price. Jacqueline also says, “If a broker demands a fee up-front, this is a red flag.”

Brokers also help relieve business owners of much of the stress and time-consuming follow-up related to overseeing the business sale. Most buyers and sellers tend to have limited experience with these types of sales, and selling a practice that one has spent years to develop can be extremely stressful for business owners. Jon J. Walton, the General Manager of MBC Brokerage, says, “One of the most critical aspects of a broker’s job is to keep emotions of the seller and the buyer down. It is scary for all parties, and it is easy for them to get stressed out and unintentionally sabotage the sale because they allow their emotions to get the best of them.” By hiring a broker to oversee the transaction on the business owner’s behalf, the owner can continue to run the business as usual, or devote time to commitments other than what is already required for the business acquisition.


A professional appraisal is required to evaluate the business and establish a fair market value for it. This is done by examining its financial history and analyzing its ability to maintain its sustainability and profitability in the future, by examining it in the current economy, the economy’s projected future state, trends in the industry, the business’ current assets and liabilities and other factors relevant to the business. Although the seller almost always has an professional appraisal done as part of the preparatory work for establishing the sale, a buyer can choose to have their own appraisal done as well. This appraisal will also be required when applying for financing and most major financial establishments have strict requirements that appraisers must meet for the appraisal to be considered.

Certain brokerages like MBC Brokerage and ROI Corporation Brokerage also provide professionally-recognized appraisal services in addition to their regular role as business transaction brokers. Walton sums up the teamwork aspect of the sale very nicely: “Appraisers, brokers, lawyers and accountants all have different jobs, but we all work together to ensure everything is done properly for the seller or buyer… It’s not just about selling a business, but transferring and preserving a legacy”.


When you purchase a practice, you are not only investing money in the business, you will also be dedicating hard work and sacrifices in the years to come so you can allow it to grow and mold it to your vision of what it should be. As terrifying and exciting as that journey may seem, there’s no need to go at it on your own. With a trusted team of experts on your side, you’ll have the resources and the confidence to make good decisions, while dedicating your own time and energy towards your family, yourself and towards nurturing the business that fuels your dreams.


Lyanne Aguilar is a Toronto-based writer who specializes in finance and healthcare-related content, both in English and French


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When selling your practice, you can make more money if you prepare your practice for sale well in advance–and utilize the expertise of a broker.

Of the roughly 40,000 ODs in the US, only a minute portion fit the demographic who would be interested in buying a practice, at the exact time you decide to sell it, in your exact location. In other words, the buyer market is small; so small that you must take the proper steps to ensure your practice not only sells, but brings you the value you deserve.


As a practice broker, I have encountered countless OD practice sellers who contact me a few months before they are ready to sell with little-to-no preparation, having never spoken to a practice broker/appraiser/transition consultant. Or they had an associate who was supposed to buy the practice, but decided not to. Whatever the case, I cringe knowing that had the owner just contacted me at least a few years prior, their practice would sell better, faster and for more. It brings to mind the saying:“Proper prior planning and preparation prevents poor performance.” In this case, “performance” can be replaced with “practice purchase price.”

To end the injustice of practices selling for less than they should, or not selling at all, here are five key preparations practice owners should take as they ready their practices for sale:

Maintain the Proper Asset List: Practice appraisers calculate the fair market value of your assets based on useful life, whereas your accountant typically depreciates assets rapidly for tax benefits. Your accountant often won’t keep an itemized list of your assets, especially after they are depreciated. So, if you’d like to avoid searching for equipment receipts from 10+ years ago, I highly advise keeping itemized records of your assets in a simple, organized worksheet including the asset type, manufacturer/model number, date of purchase and cost basis. I’m happy to provide a blank Excel worksheet, partially depicted below, upon request:

Medical equipment tends to have a useful life of 15-18 years! So, start this asset list as early as possible, and rest assured all your assets will be added to the appraised value of your practice.


Properly Label Expenses for Add-Backs: Your accountant’s job is to reduce your income as much as possible to minimize taxes. Your practice appraiser’s job is the opposite – to show the true earning potential of your practice. One way we do this is by adjusting your net income on tax statements for “add-backs,” which are generally discretionary expenses not fundamental to the continued operations of the practice,( e. g., owner cell phone, family health insurance, auto lease, etc.).Your bookkeeper should start carefully labeling and itemizing such add-backs at least three years prior to the appraisal of your practice. Otherwise the add-backs may not qualify or can be overlooked. Your appraiser/broker can review your tax statements and explain how best to adjust your bookkeeping to properly label add-back expenses.

Order a Practice Appraisal: A practice appraisal is one of the most important components used in the sale of your practice. A practice appraisal should cost about $2,500 – $4,000 for a single OD/single-location practice. It should be completed by the same company that will be brokering your practice for sale, otherwise the appraiser may put an unrealistic value on the practice if they are not responsible for selling it. The appraisal should include a comprehensive financial analysis using industry standard methodologies, as well as qualitative data and descriptive content to serve as the prospective buyer’s “bible” and main point of reference to make an informed purchase decision. Buyers will submit the appraisal to commercial lenders when they apply for practice purchase financing. Order the appraisal about one to two months before you expect to list the practice for sale. Each practice is different, and there exist too many variables to offer an average length of time a practice remains on the market. Gun to my head, I would say 9-11 months, but I’ve seen practices sell in two months and others on the market for years. To plan accordingly, ask your broker when you should appraise and list the practice, which will depend on your unique goals, the practice itself and other relative market conditions at the time.

Exit at Full Speed. Buyers like to see consistency, and love to see growth. Too many practice owners slowly retire, weaning hours, and allowing financials and production to decline. Sun-setting like this will only hurt the value and marketability of your practice. At the very least, operate your practice as you would normally. Don’t skimp on usual and customary expenses as your transition date approaches. If you have broken equipment, replace it. If you’re wondering whether to replace old but functional equipment, ask your broker. Among many factors, it depends on the type of equipment, timing and condition of your existing equipment inventory. Should you convert to EHR now? At this point, the answer is almost always yes, convert. Aside from the looming penalties, having an EHR in place can be one of the most marketable attributes of a practice for sale.

Above are just several preparations one should take when approaching a practice sale. Many more come into play, such as negotiating property lease renewals; managing retail inventory before and during the sale; tracking patient demographics and production; and much more. These are all matters that should be carefully planned in advance with the support of a qualified optometric practice broker to enhance the marketability and value of your practice. Remember, “Proper prior planning and preparation prevents poor practice purchase prices!”



Purchase an Established Practice–and Grow It
Retirement Planning Options: Staff Retention Tool
Setting Goals for Your Future: Achieve Your Optometric Visions


Erik Ferjentsik, MBA, is president and principal consultant of Visionary Practice Group, LLC, an optometric consulting and brokerage firm consisting of attorneys, MBAs, CPAs and OD practice owners and management experts “specializing in providing practice appraisals, brokerage, and consulting services for optometrists to bring ODs the most successful results in practice sales, purchases, partnerships, and transitions.” CONTACT:


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