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 MoreChoosing Between Buying an Existing Practice or Doing a New Build
By Corey Young, Practice Transition Advisor
Choosing between buying an existing practice and doing a start-up practice can be one of the biggest decisions of your life. Here are four considerations and two suggestions for when you are contemplating.
The four considerations:
Market Saturation – How many veterinarians are practicing in the area you are considering? Hardly any? One on every corner? Somewhere in between? Establishing traction in a high competition area will require a much higher marketing budget. Do you know your marketing budget? Do you have a marketing plan?
Available Practices for Sale – How many practices are for sale in the area you are considering? Do those practices have a broker representing them? Broker representation usually equates to well-substantiated pricing and a defined plan for acquisition. For-sale-by-owner practices can be more of a wild card.
Population Demographics – If you are considering an area for a new build, will the demographics of the area you are considering support your business plan?
Personal Financial Situation – Do you have the financial reserves to weather a start-up? While there are pros and cons to both routes, buying an established practice certainly generates more initial cash flow.
The two suggestions:
Get Help – This will be one of the biggest decisions of your life, whichever route you take. There are some truly skilled and experienced professionals out there that will help guide you through this process in an efficient manner and allow you to minimize risk while seizing the opportunity.
If You Can Produce, Get Moving – Are you a high producer? Can you manage and lead? Can you practice great veterinary medicine without someone looking over your shoulder? If you answered yes to these questions, what are you waiting for?
Read More7 Questions to Ask When Forming a Partnership
By Jim Vander Mey, CPA, ABI, Practice Transition Advisor
You and your friend from school want to purchase a practice together. Here are just a few questions to ask.
A sole owner is often an easier path to ownership, but partnerships can certainly be successful. But like any healthy relationship, it requires work. To help prepare consider getting together with your business partner, turn off the cell phones, meet in a closed room, and ask the following questions to each other.
How much debt do you have?
Does your business partner have a bankruptcy in their past? Do they secretly owe their parents money for school? Do they drive a BMW 7 series, and you drive a Yugo? (google it!) Pre-existing debt could limit your financial flexibility for emergencies and growth. Will their spending and saving style affect how they run the practice?
How updated does the practice need to be?
We have seen state-of-the-art practices that have been remodeled every 5 years and converted 50-year-old homes. Both can be profitable. We have seen many practices that do not follow textbook expense percentages, but still have excellent reputations, and are extremely profitable.
Number of staff?
You want a Licensed Tech with you at all times, and your partner doesn’t. You want to hire a cleaning service, but your partner wants to come in on Sunday afternoons and clean the practice to save money.
Equipment purchases?
You want a fully digital x-ray and a new surgical laser, and your partner is fine with a CR x-ray and a used ultrasound. Now what?
Vacation? Sick?
You want to take 6 weeks off every year to coincide with your spouse’s vacation and your partner only wants a couple of weeks off. Does your compensation arrangement cover this? Even if you compensate for the difference, will you feel comfortable with this?
Skeletons in the closet?
Yes, you got along famously in school… Studied together, got along socially, have a similar philosophy regarding practicing, etc. Do you both need to agree to a full background check, as in searching for bankruptcy and criminal activity?
How will you solve disagreements?
You probably won’t see eye to eye on everything. Assume you will be diametrically opposed to your partner on an issue – how will this be resolved? What if disaster strikes? Or what if you need to move out of state to take care of a family member? Or what if your spouse has an out-of-state opportunity, or a permanent debilitating health issue arises. What if it ultimately leads to the point that you no longer want to be co-owners and you get to the point where you have the ultimate disagreement and just cannot get along? What is the break-up formula?
Answer Key to above questions
The answer to the above of course is – there are no set answers. It will vary from partnership to partnership, person to person what will work. Long before you make an offer on a practice, set some time aside to discuss the above questions – at the very least discuss the last paragraph. And of course, we recommend meeting with a veterinary attorney to form your partnership agreement.
Read MoreMarket Prices of Veterinary Practices – A Closer Look
By Corey Young, Practice Transition Advisor
“What are practices going for?” I get asked this question a lot. I like to ask the following question back. Are you buying a house to live in or a rental unit? This of course usually gets me a confused look, as the person asking me this is looking for a practice and not a property. Let me explain my analogy.
A residential house is a non-cash producing, market-based asset. Its value is largely determined by the resale value of similar houses in the area. Most of the big purchases we make in life are in this category. Paying ten percent too much for such an asset usually is a bad move. Being a good shopper really pays off.
Conversely, let us look at a rental unit. Actually, let us look at two rental units. Both units are very similar on a physical basis and are two blocks apart. Unit one is selling for $250,000. Unit two is selling for $300,000. Unit one is the better deal, right? What if I told you unit one ends up losing $100 a month after everything is paid for? What if I told you unit two ends up making $200 a month after everything is paid for?
If you approached the rental unit only worried about the asking price, you are looking at the wrong numbers. If you are looking at practices only based on asking price based on a percentage of gross collections, you are doing the same thing. I have seen practices selling for 50% of gross collections that are overpriced. I have seen practices selling for 90% of gross collections that are a steal.
My advice is to not go it alone. Seek out qualified transition specialists. Find the practice that enriches your future.
Read MoreTips 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
