Tag: partnership

Setting Up Your Business Marriage for Success

Finance|Wealth, Human Resources, Managing Others, Planning, Tax & Legal Matters

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Dr. Roxanne Arnal, CFP®

Are you considering joining another optometrist in an ownership position? This is what I call a business marriage . It’s a coming together of two or more people to operate a business and when two or more people come together, we open ourselves up to great opportunities and also potentially disastrous experiences.

The Good
Let’s face it, we are greater together. When we can tap into the collective brain power of more people, we have the ability to create exceptional things. For an Optometric practice, this can include the ability to grow at a faster pace, share in responsibilities, and to even split up management duties. Which can all be good things.

The start to any great marriage is a strong relationship built out of trust and understanding. It requires honesty and a common vision.

The Bad
We all begin our business marriages as friends. We all start with a mutual respect for each other and recognizing our perceived strengths and weaknesses. Notice that I said “perceived”. But have you had the tough conversations? Have you reviewed how you may respond to bad things happening?

Have you undergone serious strain in this relationship and worked through it to find resolution when things got hard or you disagreed? This is where things can start to fall off the rails.

When I was a practicing Optometrist, I believed that my new partner would be a great co-manager because they enjoyed handling team member issues, where I had grown weary of it. My new partner had also worked as my associate for over five years and I assumed they understood my management philosophy- the one that permitted us to grow exponentially.

Turns out I made a lot of assumptions and failed to recognize the need for honest conversation. It wasn’t that either of us was knowingly misleading the other. It was the result of our perceived understandings and expectations.

Expectations Lead to All Sorts of Misery
When was the last time someone let you down? More likely than not, they had no idea what you were expecting of them and therefore it became virtually impossible for them to meet those expectations. And hence frustration ensued. Emotions rise to the surface and we may or may not move on. Even when we do move on, we rarely forget. Now we are keeping score.

Step One
Similar to marriage preparation courses offered at most churches, a business marriage needs proper planning. Working with a qualified advisor to walk you through all that might go wrong and to bring everyone’s expectations to the surface is step one.

With our clients that are considering a business marriage, we work through a thorough process of interviews and mediation to help them prepare the shareholder/joint venture agreement template to take to their lawyer for drafting. Important conversations that need to be had before any hardship may surface.

Consider all the options and the ‘what if’s’.  No one ever starts their day thinking “Today is the day I’m going to get in a car accident and not be able to go to work for 6 months”. But it has happened- then what?

Legal Execution
I’m a firm believer that any buy/sell agreement should not be executed without the contingent signing of the shareholder/joint venture agreement. Lawyers are great for helping us get through the paperwork, but I will caution you that not all lawyers are of equal competence in this subject matter and a great corporate lawyer executing your buy/sell agreement will often place less importance on the shareholder/joint venture agreement. I challenge you however, that despite looming deadlines, the desire to quickly create a clean year end, or to make the bank deadline, all of these things are less important than having the rules of your business marriage clearly defined and executed. Choosing the right partner in marriage and business both require time, good communication, and the proper paperwork.

Advisory
As your Chief Financial Officer, I’m here to help you create a successful business marriage. Personally, I have lived the results of a poorly created (and never executed) shareholder agreement and a bitter business divorce. I have witnessed other businesses blow up because they were all friends until one partner just stopped coming to work. My experience with the bad has proven that we can’t leave something so critically important to chance.

I help you manage a team of financial professionals and ensure that you have thought about the potential issues and opportunities. Helping you succeed is our focus.

Have more questions than answers? Educating you is just one piece of being your personal CFO that I offer. Call (780-261-3098) or email (Roxanne@claritywealthadvisory.ca) today to set up your marriage prep.

Roxanne Arnal is a former Optometrist, Professional Corporation President, and practice owner. Today she is on a mission to Empower your Finances.

These articles are for information purposes only and are not a replacement for personal financial planning. Everyone’s circumstances and needs are different. Errors and Omissions exempt.

ROXANNE ARNAL,

Optometrist and Certified Financial Planner

Roxanne Arnal graduated from UW School of Optometry in 1995 and is a past-president of the Alberta Association of Optometrists (AAO) and the Canadian Association of Optometry Students (CAOS).  She subsequently built a thriving optometric practice in rural Alberta.

Roxanne took the decision in  2012 to leave optometry and become a financial planning professional.  She now focuses on providing services to Optometrists with a plan to parlay her unique expertise to help optometric practices and their families across the country meet their goals through astute financial planning and decision making.

Roxanne splits EWO podcast hosting duties with Dr. Glen Chiasson.

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Six Keys to Making a Partnership Agreement Work

Finance|Wealth, Resources

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Many optometric practices are set up as partnerships. It’s a great way for the business to benefit from multiple owner’s diverse knowledge, skills and resources. With more than one person making decisions and affecting outcomes, however, different aspects of starting and running the business need to be addressed upfront.

When Kelly and I first started out, we took the time to write out our expectations for as many scenarios as we could think of, wrote it out and signed it. We strongly recommend that our clients who are forming a partnership do the same. Create a partnership agreement that details the business ownership and responsibilities today and in the future.

A quick internet search for “partnership agreement templates” can get you something to use as a starting point. You will want to make this agreement as detailed as possible to reduce conflict in the future. Having a lawyer read over your final agreement it is likely the most prudent approach. This document will serve as the road map for your decisions both day to day and years to come – it deserves a significant amount of your time, energy and resources to develop.

There are a number of crucial areas that should be addressed in your agreement.

Contributions
You will want to make it clear, and likely equal, in terms of how much each partner invests financially, at the beginning of the partnership. It is just as important to discuss how purchases will be made in the future. These discussions should include the clear delineation of what each partner will do for and in the practice. Will one take on more of the staff management while the other will take care of the accounting?

Distributions
When you are just starting out, you are happy if your bills are getting paid. But it is also important to define how profits will be divided when the time comes and if and how much of a salary each partner will draw from the practice. You may want to talk about a 3- or 5-year plan as well. How much money will be coming into the practice before you increase your draw? How will you pay for large expenditures? Do you intend to save or use credit?

Ownership
It is hard to imagine ever leaving the practice when you are first starting out but there are a lot of circumstances that should be considered. What if someone gets sick and can’t continue working? What if someone passes away? What if one partner becomes independently wealthy and wants to walk away? One option would be to sell the stake in the practice. What is your position on taking on a new partner? What are the options for buying out the other partner? Who will take on the responsibility of getting the practice valuated? It is also important to sign a non-compete. In the honeymoon phase of a partnership, it is hard to imagine things going south. But in the case of a tough split, it is better to have a written agreement to follow and a non-compete clause to protect the interests of the business.

Decision Making
As both partners get busier and have other stressors come into play, making decisions together will get harder and harder. You need to define how day-to-day management and long-term decisions will be made. Who gets the last say? Identify what types of decisions require a unanimous vote by partners, and what decisions can be made by a single partner. By setting up a decision-making structure that everyone understands and has agreed to, you’ll have the foundation for a more friction-free business.

Dispute Resolution
While everyone hopes to avoid a major falling out, it is important to plan for it so that everyone understands what will happen from the outset. You might agree that if the two parties are at a complete impasse, mediation might be the first step, followed by arbitration.

Critical Developments
Kelly recently had a health scare and was hospitalized. There was no question as to how we would proceed – and that made it easier on everyone. She could look after her health, I kept the ship going in her absence. It wasn’t something we had to talk about at that time because the expectations were already clearly defined from the beginning. Having a partner to share the ups and downs with is a blessing. Setting it up properly right from the beginning allows you to navigate the years of your business together with peace of mind.

 

CHRISTINA FERRARI

is the co-founder and managing partner of Simple Innovative Management Ideas (SIMI) Inc. and expert Practice Management contributor for Optik magazine. She can be reached at info@simiinc.com

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Canadian-Adapted Private Equity Model Coming Soon to Help ODs with Exit Strategy

Buying-Selling A Practice, Practice, Products | Services | Industry News

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Canadian Eye Care Business Review (CECBR) has learned that Ken Barbet, previously CEO of Eye Recommend, plans to offer a unique solution to independent optometrists searching for an exit strategy with a portion of the financing for this venture coming from Canadian private equity.

Mr. Barbet told CECBR that developing an exit strategy for independent ODs became very evident to him as a critical issue to solve for the independent practitioner, their family, employees, and even for the welfare of the profession in general. “Over the years, many ODs struggled with how and when to leave their practice. This has caused many ODs to leave too early or too late, or even to choose a buyer who they don’t respect,” said Barbet.

Barbet’s new company will advocate a “Professional Partnership Model,” which creates a partnership between the acquiring company and the OD who currently owns the practice. The OD owner remains the lead for all professional services and the acquiring company provides all optical and support services.  According to Barbet, both parties share in the profit as the practice grows. This solution has not been used in optometry but has been used in other health care fields such as dentistry and veterinary medicine.

“Our solution allows the current owner to focus on what they are trained for and exceptional at—Patient Care. When the OD owner is ready to retire, we will recruit another doctor who is interested in ownership to take their place. The solution provides autonomy and flexibility, and allows the owner to participate in the upside of the practice,” said Barbet.

Barbet told CECBR that the “Professional Partnership Model” provides cash up front for the majority of the practice value. The remaining practice value, linked to EBITDA growth, has upside potential that can be optioned at any time, at the seller’s discretion.

Barbet disclosed to CECBR that he will be the majority stakeholder in the new company and there will be one other party as a minority shareholder in the yet unnamed business.

In a recent CECBR webinar on Exit Strategies, the view of panelists on the possibility of private equity being a force in aggregating Canadian independent Optometrists largely agreed that private equity could become a factor in Canada. Jackie Joachim, COO of ROI Corporation, which has brokered nearly a thousand Canadian health care professional practice transactions expressed the view that private equity will come to Optometry as it had for both the dental and veterinary profession. The webinar was held June 4th, prior to the reveal of the information regarding Mr. Barbet’s new company.

 

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