This document discusses dental service organizations (DSOs) and management service organizations (MSOs) from multiple perspectives. It provides an overview of different DSO/MSO structures, including those with internal management, without outside equity ownership, and with outside equity ownership. It also discusses the makeup of DMSOs and important questions for dentists to ask potential DSO/MSOs. Key characteristics of DMOs are outlined. The document takes a balanced approach, discussing both pros and cons of DSOs/MSOs while also providing statistics on their prevalence and impact.

1. DSO’s
Friend or Foe
Kevin Coughlin DMD, MBA, MAGD, LE
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2. Introduction
• DMD 1983
• General Dentist and practice full time
• 15 offices sold 11/16/2018
• Revenues over 20 million dollars yearly
• 20 plus dental associates
• Currently CEO of Ascent Dental Care LLC, Ascent Dental Solutions LLC and Ascent Laser
Aesthetics LLC
• Published seven books Your Tooth Is Killing Me The balance between the clinical
aspect of dentistry and the business of dentistry and Just Enough To Be Great In
Your Dental Profession Processes and Procedures for Success, Business Processes and
Procedures Necessary For A Successful Dental Career
• Published several papers in “The Profitable Dentist”
• Radio Show Dental Health Matters
• Taught Elective Practice Management at Tufts Schools of Dental Medicine
• Married with 3 children
• www.ascentdentalcare.com or www.ascentdentalsolutions.com

3. WHEN YOU ARE NOT ON CALL

4. 20 Years Later

5. What The Front Door Is
EBITDA
• E- earnings
• B- before
• I - interest
• T- taxes
• D-depreciation
• A-amortization

6. Corporate Dentistry
• Corporate dentistry in
general means a variety of
practice modalities in which
management services at a
minimum are provided in a
manner that is
organizationally distinct from
the scope of activities
preformed by a dentist
within only his or her
practice
• In most cases corporate
dentistry refers to practice
modalities in which practice
services are provided via a
contract with a third party
organization that is not
controlled by the practicing
dentist or dentists. In most
cases this organization is
funded by the investments of
a for profit entity that are
not directly engaged in the
clinical practice of dentistry,
and not necessarily dentists

7. What’s In A Name?
• DSO- Dental Service or Support Organization
• MSO- Management Service of Support
Organization
• MSO/DSO
• DMSO- Dental Management Service Organization

8. DMSO
What Is The Make Up
• Equity firm- raises capital for the
DSOs, will often sit on the board of
the DSO and receive a share of the
profits. This relationship could lead
to ethical conflict between the
equity firm and dentist.
• Dental director- does not have to
be a dentist, and if they are they
don’t always have to be licensed in
the state they are dental directors.
Generally responsible for quality
assurance, they maybe an
employee or have a service
agreement with the MSO
• Dental practice ownership- usually
means only patient records, the
DSO owns dental equipment and or
leases
• EBITDA- is gross revenue minus
expenses excluding interest, taxes,
depreciation and amortization. In
general terms how your profit will
be calculated along with purchase
price
• PC- professional corporation
creates protection in many cases
the DSO will enter into service
agreements with each PC in the
state they are practicing

9. What Questions To Ask The DSO of
MSO
• Who is my employer
• Who can create or edit your treatment plan
• Who owns the dental professional entity
• Who owns the business entity
• What is the governance structure
• Does the business entity have any outside
investors
• Is there a management service agreement
and does it comply with state law
• What are your employers expectations about
productivity and patient volume
• What is the dentist compensation formula
and how is the business entity involved
• Who owns the leases
• Who controls supplies and ordering
• Can you choose your dental lab
• Who controls patient distribution
• Who owns patient records and upon
termination will you have access
• How is “on call” handled
• Who makes hiring and firing decisions
• Will you have access to all documentation
and contracts that answer the above
questions
• Will you be compliant with ADA Principles of
Ethics and Code of Professional Conduct as
well as federal and state laws and
regulations

10. How to Evaluate a DSO or MSO
• Book Value- similar to an individual’s net
worth. Total assets versus total liabilities of
the firm
• Market value approach- whatever the
market will allow
• Balance sheet approach or profit sheet
approach- it evaluates the earning of a
business less its cost of operation over a
period of time, and this is when accountants
use ITDA.
• Step one find gross sales, next find net
operating income by taking gross sales minus
operating costs and remember the largest
cost in operating is employees.
• Remember present value of a DSO or MSO is
not necessarily equal to market value
• Economic value option- you must determine
whether the DSO or MSO is for profit or not,
and opened or closed. If for profit and open
it sells it shares to public and earnings per
share becomes important. If the DSO or MSO
is dentist owned and closed meaning shares
are not open to the public it is evaluated
more like a large group independent
practice.
• The number of equity partners are very
important, consider the following: the larger
the EBITDA the more business that is being
done, but may not be associated with equity
income. Company A has $20m in EBITDA
with 100 equity owners, therefore, income is
$200,000. Company B has $10m in EBITDA
with 10 equity partners so their stream of
income would be $1,000,000 each!

11. DSO Structures
• DSO with internal
management- with this
model dental owners are the
sole shareholders of the
DSO. The governance
structure is similar to that of
a professional association,
shareholders may elect a
board which sets policy,
determines budgets, and
establishes a common
mission, vision, values and
guidelines
• Unlike other models this
model doesn’t utilize a
business service agreement
since the dental owners are
the shareholders
• Under this model production
goals are set by the dentist
owners and since this model
has no outside contracts,
revenue goals are similar to
traditional dental practices

12. DMSO Without Outside Equity
Ownership
• MSO cannot exist without a
DSO component, but a DSO can
exist without a MSO if the DSO
has its own internal
management as discussed in
previous slide
• In this model the group has a
number of PC’s that has no
internal management but does
have a service agreement with a
single third party MSO
• With this structure or model the
primary revenue interest is not
the same party or parties with
primary clinical interest
• Productivity goals are driven by
the MSO not by the DSO
• Profitability is based entirely
upon business service
agreement fees which vary
directly with each practice’s
revenue stream and not tied to
any wall street valuation in
preparation for sale of the MSO

13. DMSO With Outside Equity Ownership
• The main difference is the
ownership of the MSO
• In this model there is an
outside equity ownership in
which their interest is in
maximizing the value of their
acquisition to position itself
for the highest sale price.
• In this model the goal is to
take present value of future
cash from business
operations as a multiple of
EBITDA or EBITA to provide
expectations of growth.
• This constant drive to
increase value can create a
bubble, almost a “Ponzi
scheme” scenario and may
create the largest gap
between high quality of care
and high profits

14. Why Are We Considering These Options
• Work-life balance
• Interaction with other
dentists
• Flexible schedule
• Guaranteed salary
• Less interaction with
insurance companies
• Student debt
• Growth meaning larger
practices and/or more
practices
• Lack of leadership skills
• Lack of business skills and
training, such as
marketing, sales,
communication
• Possibly a better and
financially more rewarding
exit strategy
• In most cases, I do not feel
the dentist really
understands what they are
getting into

15. Historically
• A DMSO that is equity backed tends to focus
on marketing directly on the public
• A DSO and DMSO that is not equity backed
tends to focus marketing efforts on
professional dentistry such as ADA, AGD,
AAPD

16. SWOT
• Strengths- let someone else worry
• Weakness- letting someone else worry!
• Opportunity- growth payout options of
more free time to explore other things
• Threats- State and federal regulations:
service agreements and/or contracts
are so intrusive that they give non-
dentist corporations effectively control
over the clinical practice of dentistry.
The courts have voided contracts in
many cases in Texas, South Carolina,
Pennsylvania, Colorado, however, 6
states do allow business corporation by
non-dentists such as Arizona,
Mississippi, New Mexico, N. Dakota,
Ohio, and Utah
• No state allows the practice of
dentistry by a non-dentist. 70 years ago
US v American Medical Association 110
F 2d 703,714 D.C. Cir. 1940 ruled non
licensed practitioners could not
practice medicine. Recently in Ca.
appellate court Steinsmith v. Med. Bd.
85 Cal. App. 4th
458, 462 2000 ruled that
the band on corp. practice is intended
to prevent interference with the
physician- patient relationship by a
corporation or other unlicensed person
to make sure medical decisions are
made by a licensed physician

17. The Laffer Study
• Arthur Laffer an economist from
1981-1989 was a member of
President Reagan’s Economic
Policy Advisory Board and
author of the Laffer Curve
associated with supply side
economics found in Texas in
2012 that DSO’s were filling a
gap in the underserved
population i.e. Medicaid and
poor populations and they
actually provided less
procedures and more cost
effective care through better
efficiency and cost cutting
policies than private offices
• His study was done comparing
Kool Smiles of Texas, the largest
provider of Medicaid in the
state, versus non DSOs and the
results were $225 less per
patient, and 10 procedures
compared to 12 procedures per
patient.
• Kool Smiles sponsored the
study!
• The study was based on 25.9
million Medicaid procedures in
Texas in 2011

18. Additional Pro Forces For DSOs and
MSOs
• Competition drives innovation and price
containment in all industries
• FTC in North Carolina stated that corporate
involvement in health care delivery actually
improves coverage and lowers cost
• FTC also stated efforts to slow the growth of
DSOs in the state was anti-competitive

19. Health Policy Institute
6 Classifications
• Dentist owned and
operated group practice
• Dental management
organization affiliated
group practice
• Insurer-Provider group
practice
• Not-For-Profit group
practice
• Government agency
group practice
• Hybrid group practice

20. Dentist Owned and Operated
Group Practice
•An aggregation of a variable number and/or
type of dentists in a single practice that may
be located at a single or multiple sites
completely owned and operated by dentist
and organized as a partnership or PC

21. DMO Affiliated Group Practice
• A group practice that has contracted with a
DMO to conduct all of the business activities
of the practice that do not involve the practice
of dentistry and sometimes even including the
ownership of the physical assets of the
practice. There can be several types of DMOs
along with many different types of
agreements between the dentist and DMO

22. Insurer Provider Group Practice
•This is a group practice that is part of an
organization that both insures the health care
of an enrolled population and also provides
their health care services

23. Not For Profit Group Practice
•This is a group practice that is operated by a
charitable, educational or quasi-governmental
organization that often focuses on providing
treatment for the disadvantaged population
or training healthcare professionals

24. Government Agency Group Practice
•This is a group practice that is part of a
government agency and is organized and
managed completely by the agency and all
dentists are government employees or
contractors and operate according to the
agency policies

25. Hybrid Group Practice
•A group practice that does not fit into any of
the above categories but may exhibit some of
the characteristics of several of them

26. HPI Stats
• HPI found in 2012 that the proportion of dentists
who were owners decreased from 91.0% to 84.8%
• Dental firms with more than 10 offices increased
from 157 in 1992 to over 3009 in 2007
• In 2007 the Economic Census conducted by U.S.
Census Bureau showed that the number of dental
office sites controlled by multiunit dental
companies increased by 49%

27. Laws
• Most states prohibit ownership by non-dentists
and/or restrict the influence of a non-dentist on
clinical care.
• For this reason, you have a PC that is made up of
the dentist in the practice and the management
corporation that operates or provides services to
the practice
• The relationship between the two corporations is
determined by a contract or series of contracts
that vary from group to group (the Grey Area)

28. Key Characteristics Of DMOs
• Type of practice
organization
• Ownership structure of
the PC
• Ownership structure of
the management
organization
• Status of the dentist in
the PC
• Involvement of the
private equity firms
• Number of dentists and
number of office sites in
the practice

29. Type Of Practice Organization
• Franchise, Management
Affiliates, and Mixed. The
type chosen involves the
general set up and branding
arrangements.
• Franchise practices have
agreements for the practice
to identify itself under the
franchise brand name
regardless of ownership and
abide by franchise
specification and rules.
• Management affiliate
practices are able to identify
and brand the practice as
they wish, but have access to
managerial services.
• Mixed practices are a
category reserved for those
practices that do not easily
fall into either category

30. Ownership Structure Of The
Professional Organization
• Ownership in most
states are restricted to
the dentist. Ownership
may be held by a
dentist who is an
entrepreneur or by a
group of participating
dentists, with remaining
dentists employed by
the corporation in
various categories.
• Some professional
organizations have a
path for non-owner
dentists to become
owners, and some do
not; or they may have
restrictions on who may
become owners and
there can be different
categories of ownership

31. Ownership Structure Of The
Management Organization
• Owners of the
management
organization may not be
dentists, but could be.
The owner may be a an
entrepreneur or a
corporation, investment
fund, or private equity
firm.
• There may or may not
be an opportunity for
dentists to become
owners of the
management
organization

32. Status Of Dentists In The
Professional Organization
•Dentists in these types of group practices may
be owners, partners, employees, or private
dentists who contract with the group practice
to provide care for patients

33. Involvement Of Private Equity Firms
•There may or may not be participation of
private equity firms in the management
organization; however, if they do it would be
nice to know just what their involvement is,
particularly if it goes beyond just passive
investing.

34. Number Of Dentists And Number Of
Office Sites In The Practice
•This information will be helpful in better
understanding the nature and the market
effects of the group practice that are affiliated
with the management organization that will
most probably be influenced by practice size
and number of dentists within the group

35. Group Practice Precedent
• Medical
• Optical
• Pharmaceutical
• Dental???

36. A Perspective
• Kaiser Family Foundation states
dental caries remain the most
common chronic disease among
children ages 6-18.
• This problem disproportionately
affects children from lower
income families
• PEW Center stated 17 million
low income children in America
go without dental care every
year
• DMOs seem to address this
issue, at least in Texas
• After review of 25.9 million
procedures from Texas
Medicaid system in 2012, DMOs
performed less procedures, less
dollars spent per patient visit,
and addressed a population
that was underserved
• Children’s Dental Health Project
stated that 21% of the increase
in children's access to dental
services is due to the expansion
of DSOs

37. Legal Review
• Iowa, South Carolina and
Utah appear to have no
restrictions concerning
who could own a dental
clinic
• Most states have a limit of
12 months in which a non-
dentist can be in charge of
a dental practice while
Tennessee and Missouri
allow 24 months
• Park Dental v. American
Dental Partners, the jury
awarded Park Dental $130
million against ADP in a
claim that, in fact, the
MSO was practicing
dentistry

38. By The Numbers
• 25% of purchase price is paid
in cash
• The balance in a promissory
note which generally is not
guaranteed by the MSOs
• Management fees are usually
20% paid to MSOs, not on
profit but collection!
• Saving in supplies, which
typically run 6% at most, you
may save an additional 20%
off of the 6%, the big savings
is reduction of team
members!
• In most cases the MSO
purchases all assets except
real estate
• Taxes, ordinary income tax,
capital gains tax, either long
or short, and any hidden tax
such as a MA Sting Tax of
2%
• Remember, a 20% MSO fee
usually means you will need
to collect another $100k to
keep your income steady

39. Disclosure/ Conflict of Interest
• Dr. Kevin Coughlin is not and has not been part of
any speaker bureau
• I am an owner of Ascent Dental Care, Ascent
Dental Solutions and Ascent Laser Aesthetics
• Notice of my business: A solo owner and CEO
• I do not endorse or recommend any group or type
of dental practice or company

40. Updates and Facts
• According ADA 2017 8% of all
dentist belong
• Association of Dental
Support Organization (ADSO)
is located in Arlington Va.
• According to Mackenzie and
Garrity as of 4/9/18 1000
DSO’s in USA
• According to ADA and HRI or
Health Resource Institute
solo practices are shrinking
at 7% rate
• William Blair a global
investment bank with 80
billion in assets states DSO’s
are undergoing rapid growth
and solid investment and
predict a 30% penetration by
2021
• ADA states 16.3% of all new
dentist between the ages of
24-34 are affiliated with DSO
as of Jan. 2018
• Bloomberg states private
equity see 78 billion going
into dental empire business

41. Updates and Facts
• Dentistry is viewed as
one of the top 3 most
profitable small
business
• Profitability is collection
minus expenses:
• Team 28%
• Supplies 7%
• Lab 10%
• Most offices are around
65% goal is 52-55%
• What are equity
partners looking for
management team,
compliance, IT
integration get your
home in order for a
higher multiple

42. Thank You
• What does all this mean?

43. Thank You
To book free 15 minute consult at the
conference visit Ascent-dental-
solutions.com/yankee