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You cannot sell a dental practice without clean books. And you definitely shouldn’t buy a practice without having an accountant evaluate its potential profitability.
But a good dental CPA has value beyond assisting with the basics of bookkeeping and price assessment.
So, what is the full value proposition of an experienced CPA in the context of a dental practice sale?
On this episode of our Dental Practice Transitions series, Dental Attorney Matt Odgers serves as guest host and interviews Wes Read on the role of a CPA in the practice transaction.
Wes explains how a good dental CPA forecasts the range of profitability for a buyer, and he walks us through the process of financial due diligence in a dental transition.
Listen in to understand how a CPA helps buyers make business decisions after closing and develop the mindset of a business owner to grow a financially successful dental practice.
Topics Covered
An overview of the CPA’s role in a dental transaction
How a good dental CPA assesses the profitability of a practice
Wes’ approach to forecasting the range of profitability for a buyer
How Wes defines financial due diligence in a dental transaction
Using a seller’s tax returns to validate data on a P&L
How a dental CPA might coach buyers on business decisions
What to do as a seller if your books are not in order
What a buyer should expect in terms of CPA fees for due diligence
PracticeCFO’s relationship with a buying dentist after closing
What differentiates the mindset of a clinician vs. business owner
Connect with Matt Odgers
Odgers Law Group
Email [email protected]
Connect with Wes Read
Practice Orbit
Email [email protected]
Practice CFO
Practice CFO on Instagram
Practice CFO on Facebook
Practice CFO on YouTube
Resources
What You Need to Know About Submitting an LOI on DPS EP003
Must-Have vs. Nice-to-Have: Shaping the Terms of Your LOI on DPS EP004
Practice Sales: The Role of Escrow on DPS EP010
Practice Sales: The Role of an Attorney on DPS EP011
Episode Promo Videos
Video Promo 1
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Every dental practice sale involves several legal documents. And that’s why an attorney is a crucial part of the transition team for both buyers and sellers.
But what, exactly, does a dental attorney do in the practice sale process? What should you look for in an attorney to help you buy or sell a dental practice?
On this episode of our Dental Practice Transitions series, Dental Attorney Matt Odgers is back with host Wes Read to discuss the role an attorney plays in the dental practice transition.
Matt and Wes walk us through the legal documents required in every practice sale as well as the deal-specific ancillary documents you might need.
Wes asks why it’s crucial to have a dental attorney review your LOI, and Matt explains what an asset sale agreement does and how it’s negotiated.
Listen in for insight on the attorney’s role in negotiating either the lease or real estate purchase agreement and learn why it’s beneficial to use a dental specific attorney for your practice transition!
Topics Covered
The documents a dental attorney addresses in a given practice sale
Why it’s crucial to have a dental attorney review your LOI
What provisions in an LOI are binding (and which ones are non-binding)
How a good LOI includes timelines for due diligence
Matt’s approach when a buyer has little money in the bank but needs an LOI review
The purpose of the asset sale agreement and how attorneys negotiate it
Why it’s beneficial to use a dental specific attorney vs. a general business attorney
How a good dental attorney moves the deal forward when the other side won’t budge on a particular term
The attorney’s role in reviewing a lease and negotiating with the landlord
When to ask for a lease extension when the buyer takes over
How the process differs when a seller is at the end of their lease or owns the real estate
When you need a workback agreement or seller financing note
Connect with Matt Odgers
Odgers Law Group
Email [email protected]
Connect with Wes Read
Practice Orbit
Email [email protected]
Practice CFO
Practice CFO on Instagram
Practice CFO on Facebook
Practice CFO on YouTube
Resources
What You Need to Know About Submitting an LOI on DPS EP003
Must-Have vs. Nice-to-Have: Shaping the Terms of Your LOI on DPS EP004
The Role of Escrow in a Dental Practice Sale on DPS EP010
Episode Promo Videos
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What role does escrow play in a dental practice transition? How does it benefit buyers and sellers alike?
Should you use an escrow for your practice sale?
Matt Odgers is a Dental Attorney with Odgers Law Group and VP of Business Development and Legal Operations with Practice Orbit.
Matt has more than a decade of experience representing hundreds of dentists in the process of buying or selling a practice.
On this episode of the podcast, Matt joins host Wes Read to discuss the purpose of escrow in a private practice sale, beginning with the financial security it affords sellers.
Matt and Wes explain why buyers have a larger representation when an escrow is involved and how it significantly increases the probability of closing the deal.
Listen in to understand how an escrow agent helps move a dental practice transaction forward and learn when you can avoid using escrow vs. when it is necessary to protect you in a dental practice sale.
Topics Covered
What inspired Wes & Matt’s podcast series on dental practice transitions
How Practice Orbit simplifies the dental practice sale process
How using an escrow affords dental practice sellers financial security
Why the buyer has larger representation when an escrow is involved
Why Wes & Matt are advocates of earnest money in the escrow process
How escrow instructions should be built into the letter of intent
How an escrow significantly increases the probability of closing a deal
The escrow agent’s role in moving a dental practice transaction forward
How an escrow statement makes things easier from an accounting, tax and legal standpoint
When it makes sense to hold back a percentage of the purchase price in escrow (and release it to the seller after certain conditions are met)
When you might avoid using an escrow in a dental practice sale
Connect with Matt Odgers
Odgers Law Group
Email [email protected]
Connect with Wes Read
Practice Orbit
Email [email protected]
Practice CFO
Practice CFO on Instagram
Practice CFO on Facebook
Practice CFO on YouTube
Resources
What You Need to Know About Submitting an LOI on DPS EP003
Must-Have vs. Nice-to-Have: Shaping the Terms of Your LOI on DPS EP004
Episode Promo Videos
Video Promo 1
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There’s a misconception that DSOs allow private equity to swoop in and take profits away from dentists.
But Emmet Scott argues that clinicians are in the driver’s seat of these Dental Support Organizations.
You just have to remember that you’re the customer and evaluate your options carefully, knowing that whatever your career goals might be, there’s a DSO for that!
Emmet serves as Partner and Coach at the Dentist Entrepreneur Organization and Host of DSO Secrets Podcast.
Emmet is also the author of DSO Secrets: The Ultimate Guide to Building Your Dental Empire and President of the Association of Dental Support Organizations.
On this episode of The Dental Practice Sale Podcast, Emmet joins host Wes Read to discuss what’s behind the growing popularity of DSOs and describe the scale benefits of joining a Dental Support Organization.
Emmet explains how the DEO supports dentists who are looking to increase their impact, exploring how the organization helps doctors build leadership skills and unlock the full value of their dental practice.
Listen in for Emmet’s insight on what portion of dental practices belong to DSOs and learn how to identify the kind of support you need and choose an organization that aligns with your goals.
Topics Covered
[2:14] How helping his best friend start a dental practice led Emmet to leadership roles in DEO and ADSO
[6:47] How DEO supports dentists who are looking to increase their impact
[12:52] The driving motivations behind the popularity of Dental Support Organizations
[21:32] What skills a dentist needs once they ‘get out of the chair’ to grow a bigger business
[25:19] How the DEO Growth Model gives dentists the tools to lead a larger practice
[29:09] Emmet’s insight on why dentists have 100% of the control in DSOs
[36:16] Emmet’s advice for private practices on evaluating their options for joining a DSO
[44:04] Why it doesn’t matter whether an organization is called a DSO, DLO or DPO
[46:57] What portion of dental practices are DSOs and Emmet’s predictions around the continued growth of Dental Support Organizations
[53:17] Why the scale benefits of joining a DSO outweigh the benefits of ‘the EBIDTA multiplier game’
Connect with Emmet Scott
Dentist Entrepreneur Organization
DSO Secrets Podcast
Connect with Wes Read, Matt Odgers & Drew Phillips
Practice Orbit
Email [email protected], [email protected] or [email protected]
Practice CFO
Practice CFO on Instagram
Practice CFO on Facebook
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We’ve seen a consistent trend toward consolidation in the dental space for the last 15 years. But coming out of the pandemic, the DSO marketplace is changing.
And if you’re thinking about selling your practice to a Dental Service Organization, it’s useful to understand the different deal structures available to you.
So, how are DSO deal structures evolving in a post-COVID world? And how can a dental lawyer help choose the option that’s right for you?
Dean Gould serves as Senior Attorney at Dykema, where he specializes in dental law and the DSO transaction space.
On this episode of the podcast, Dean joins host Drew Phillips to explain why DSOs are moving toward joint venture deals and how the site-level equity structure prioritizes income replacement and encourages organic growth.
Dean discusses the benefit of building a team of legal and financial advisors before you sell to private equity and describes how a dental lawyer can help structure a win-win scenario for you and the DSO at the LOI stage, giving you clarity and confidence prior to the resource-heavy due diligence process.
Listen in for Dean’s predictions around the success of doctor-centric DSOs and learn how to choose a deal structure that fits your risk tolerance and benefits you and your dental practice for the long term.
Topics Covered[3:54] What’s behind the trend to JV (also known as site-level equity) deals in the DSO space
[8:35] How different DSO ownership structures play out when a doctor exits the business
[13:50] The risk/reward profile of site-level equity deals vs. ownership at the holding company level
[18:40] How nuanced the terms can get around participating in recapitalization events
[22:08] How DSOs are incentivizing doctors to work past their 3- or 5-year workback agreements
[24:45] How doctors can take care of younger associates in negotiations with DSOs
[27:30] What DSOs are doing to prioritize income replacement and encourage organic growth
[31:11] How dental lawyers can help you with term sheets, LOIs, purchase agreements, new employment agreements, equity documents and lease arrangements
[35:36] Why private equity companies are growing real estate portfolios alongside their dental holdings
[37:17] Why Dean suggests getting your documents in order and building a team of legal and financial advisors before you sell to a DSO
[41:24] How a dental lawyer can help structure a win-win scenario for you and the DSO at the LOI stage, giving you clarity and confidence prior to the resource-heavy due diligence process
[45:29] Dean’s predictions around the evolution of specialty play platforms and the success of doctor-centric DSOs
[49:38] How to register for Dykema’s industry-leading DSO conference in Denver this July
Connect with Dean GouldDykema
Dean on LinkedIn
Email [email protected]
Connect with Wes Read, Matt Odgers & Drew PhillipsPractice Orbit
Email [email protected], [email protected] or [email protected]
Practice CFO
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The private equity behind DSOs is willing to pay a premium for dental practices.
But when it comes to selling your business, there’s more to think about than just economics.
So, what’s the upside of selling your practice to a dental support organization? What are you giving up? And what factors should a doctor consider before they sell to a DSO?
Brannon Moncrief is Principal and CEO of McLerran + Associates, a full-service dental practice brokerage firm and sell-side advisor for DSO transactions.
On this episode of The Dental Practice Sale Podcast, Brannon joins host Wes Read to explain why private equity is bullish on investing in the dental industry and why PE is willing to pay more for a practice than traditional private buyers.
Brannon describes how McLerran helps clients identify a DSO based on their personality and goals, finding the right combination of economics, autonomy and support the doctor is looking for.
Listen in for insight on what differentiates the JV deal structure from a holding company model and learn how you might benefit from selling your practice to the right dental support organization.
Topics Covered[0:46] Brannon’s background in dental practice sales and why he specializes in DSOs
[2:16] Why private equity funds are so bullish on investing in the dental industry
[6:10] Why PE is willing to pay more for a dental practice than traditional private buyers
[11:37] What a doctor is giving up when they sell their practice to a DSO
[18:42] How McLerran helps dentists identify a DSO based on their personality and goals
[31:14] Why McLerran takes its client’s practices to market in a bid process
[33:15] The wide range of offers a dental practice might get from different DSOs
[34:33] How the size of a DSO matters in terms of a seller’s return on equity
[38:59] What differentiates a JV or DPO deal structure from the holding company model
[42:01] Why the JV model is so popular among younger dental practice sellers
[47:21] Why doctors with a finite exit plan like the holding company model
[48:33] How a ‘recap’ works and how doctors get a payout from the equity swap
[52:38] Why Brannon believes several DSOs will go public in the near future
[53:52] How long the trend toward consolidation in the dental industry will continue
Connect with Brannon MoncriefMcLerran + Associates
Brannon on LinkedIn
Connect with Wes Read, Matt Odgers & Drew PhillipsPractice Orbit
Email [email protected], [email protected] or [email protected]
Practice CFO
Practice CFO on Instagram
Practice CFO on Facebook
Practice CFO on YouTube
ResourcesMB2
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Yes, there are many benefits of being the sole dentist in a private practice. But there are also many risks.
When you go on vacation with your family, production stops. And if you get hurt, the show is over.
That’s what inspired Dr. Jeremy Young, a successful endodontist based in Grass Valley, California, to sell his practice to US Endo, a dental partnership organization or DPO headquartered in Irving, Texas.
On this episode of The Dental Practice Sale Podcast, Dr. Young joins Wes to share the story of buying and growing his endodontic practice in Grass Valley and explain how he decided to join US Endo.
Wes describes what differentiates a DPO sale from a DSO sale, and Dr. Young opens up about the mistakes he made in sharing the news of the sale with his team.
Listen in to understand how joining a DPO impacts the day-to-day operations of a dental practice and learn how Dr. Young became a part of US Endo’s leadership team when a neuromuscular disorder forced his early retirement from endodontics.
Topics Covered[0:42] Dr. Young’s transition from being an associate in Folsom to owning his own endodontic practice in Grass Valley, California
[5:02] Why Dr. Young sold his thriving Grass Valley practice to US Endo
[11:37] How an equity swap gives the practice seller ownership in the purchasing DPO
[17:11] What differentiates a DPO sale from a DSO sale and the top lessons Dr. Young learned about selling to a DPO
[22:02] Why Dr. Young’s S Corp remains in place even after his practice was sold to US Endo
[24:55] The mistakes Dr. Young made in talking to his team about selling to a DPO
[31:12] Why there was little change in Dr. Young’s day-to-day operations after selling to US Endo
[35:12] How Dr. Young became a part of the leadership team at US Endo after developing a neuromuscular disorder in his dominant hand
Connect with Dr. Jeremy YoungCreekside Endodontics
Connect with Wes Read, Matt Odgers & Drew PhillipsPractice Orbit
Email [email protected], [email protected] or [email protected]
Practice CFO
Practice CFO on Instagram
Practice CFO on Facebook
Practice CFO on YouTube
ResourcesUS Endo
MB2 Dental
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If you’re buying or selling a dental practice, who do you need on your transition team?
On this episode of The Dental Practice Sale Podcast, your hosts Wes Read and Matt Odgers discuss the professionals involved in a dental practice sale, describing the responsibilities of the three required service providers—the CPA, attorney and banker.
Wes and Matt explain the optional but common positions in a transition team, sharing the value a broker, escrow agent and supply rep bring to the dental practice sale process.
Listen in for insight on when to include a practice management consultant, valuation expert or financial planner on your team and get familiar with the players involved in helping a buyer and seller close a dental practice sale!
Topics Covered[3:07] 3 groups of professionals that can be involved in a dental practice sale
[7:13] The responsibilities of the seller’s CPA vs. the buyer’s CPA
[19:22] The pros and cons of dual representation with CPAs or attorneys
[24:06] When to bring your attorney into a dental practice sale and what they do
[28:31] The banker’s role in a transaction (and why Matt recommends working with a dental lender)
[33:07] What value a broker brings to the dental practice transition
[38:38] How the escrow agent acts as an independent third party to hold funds on the sale
[42:33] How having a supply rep inspect the dental equipment helps the transaction run smoothly
[44:08] When to include a practice management consultant, valuation expert, financial planner, HR attorney or lease specialist on your transition team
[50:07] Why Matt recommends interviewing multiple professionals before you choose your team
Connect with Wes Read, Matt Odgers & Drew PhillipsPractice Orbit
Email [email protected], [email protected] or [email protected]
Practice CFO
Practice CFO on Instagram
Practice CFO on Facebook
Practice CFO on YouTube
ResourcesCalifornia Dental Association Conference
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The letter of intent or LOI is a legal document that outlines the preliminary terms of a proposed offer to acquire a dental practice.
So, what are the terms every LOI should include in a dental practice sale? And what are the optional terms buyers and sellers might want to consider?
On this episode of The Dental Practice Sale Podcast, your hosts Wes Read and Matt Odgers continue their conversation on LOIs, explaining why any potential deal breakers should be included in the letter of intent.
Matt walks us through his ten mandatory terms, discussing how to address purchase price and payment terms in an LOI and offering advice on including a due diligence timeline and provision for termination of the letter of intent.
Listen in for insight on when to consider adding provisions for escrow, exclusivity or seller workback in your LOI and learn how to decide what terms to include in the letter of intent for your dental practice transaction.
Topics Covered[0:13] The 10 mandatory terms every LOI should have in a dental practice sale
[1:13] Why most dental practice transactions are asset sales vs. stock sales
[7:34] Why a seller might exclude certain assets and how to address that in the LOI
[8:53] Determining the purchase price, payment terms and closing date in an LOI
[12:34] Matt’s advice on including a due diligence timeline in your LOI
[15:34] How banks and landlords hold up dental practice sales and what to do about it
[20:28] The default non-compete agreement Matt sees in most LOIs
[23:02] Why it’s crucial to include a provision for termination of the letter of intent
[24:28] When to include a confidentiality agreement and when it’s not necessary
[25:47] When to consider provisions re: a deposit and escrow in your LOI
[31:37] Why it’s optional to break down the purchase price across tangible and intangible assets
[33:07] How to decide whether to agree to exclusivity in your letter of intent
[35:14] Why Matt suggests leaving rework and retreatment out of the LOI
[36:11] When to include seller workback and seller carryback in your letter of intent
Connect with Wes Read, Matt Odgers & Drew PhillipsPractice Orbit
Email [email protected], [email protected] or [email protected]
Practice CFO
Practice CFO on Instagram
Practice CFO on Facebook
Practice CFO on YouTube
ResourcesUCC Filings
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A letter of intent or LOI initiates the dental practice sale process, signaling that a buyer is serious about taking the next steps in the transaction.
So, who drafts the initial letter of intent? Should your CPA and attorney review the LOI before you submit it? Is it a binding legal document?
On this episode of The Dental Practice Sale Podcast, your hosts Wes Read and Matt Odgers sit down to discuss the purpose of a letter of intent, explaining why it’s beneficial for the seller to draft the LOI and what it means when the buyer asks for an exclusivity provision.
Wes challenges buyers to run a cashflow analysis before agreeing to a purchase price in the letter of intent, and Matt describes which terms of the LOI are legally binding and which are not.
Listen in to understand when a seller might ask for a deposit and learn how to begin the negotiations for a dental practice sale by submitting a letter of intent.
Topics Covered[1:24] How a seller or broker lists a dental practice for sale on Practice Orbit
[3:50] The purpose of a letter or intent or LOI in the dental practice sale process
[5:10] Why it’s beneficial for the seller to draft the letter of intent
[8:49] How a seller can have more than one active LOI (unless they’ve agreed to an exclusivity provision)
[10:00] Why a seller might not agree to exclusivity in a letter of intent
[12:25] When a buyer and seller should engage their legal team in the dental practice sale process
[14:34] Why buyers should calculate their cashflow before agreeing to a purchase price
[17:26] The tools available through Practice Orbit to help buyers estimate the cashflow of a practice
[20:52] Which terms in an LOI are legally binding and which ones are not
[23:17] When it’s a good idea for a seller to ask for a deposit and how it’s calculated
Connect with Wes Read, Matt Odgers & Drew PhillipsPractice Orbit
Email [email protected], [email protected] or [email protected]
Practice CFO
Practice CFO on Instagram
Practice CFO on Facebook
Practice CFO on YouTube
ResourcesCalifornia Dental Association Conference
Associates on Fire Videos
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Many dentists make the mistake of slowing down as they get closer to retirement.
The problem is, banks don’t like a downward trend. And if you want the highest possible valuation for your practice, Dr. Bob Marcus, DMD, recommends practicing at 100% until the point of sale.
But how do you make that decision? How do you know it’s time to put your practice on the market? And then how do you make the transition as smooth as possible for your patients and employees?
Bob ran a successful dental practice in the San Diego area for 20-plus years, growing it into $2 million business with a profit margin of nearly 50%.
But four years ago, an eye condition forced him to sell quickly, and he transitioned into consulting. Today, he provides customized coaching and training to help good dental practices get even better.
On this episode of the Dental Practice Sale Podcast, Bob joins host Wes Read to share the strategy he used to lower his overhead, generate surplus income and climb the wealth ladder through his practice.
Bob discusses the eye condition that forced him to sell, describing how he communicated that information to patients and staff and worked with the buyer to maintain continuity in the transition.
Listen in for Bob’s experience of selling the physical building along with his dental practice and learn how Practice Orbit can help you find a buyer that’s the right fit for your team and the people you serve.
Topics CoveredWhy Bob sold his practice 4 years ago and became a consultant for dentists
The strategy Bob used to lower his overhead and build a 50% profit margin in his GP practice
Wes’ 3 breakeven numbers for a dental practice—keep-your-doors-open, living and goals-based
How to use surplus income from your practice to climb Wes’ wealth ladder
The eye condition that forced Bob to sell his dental practice and how he communicated that information to patients and staff
Why Bob recommends practicing at 100% until the point of sale vs. tapering off into retirement
How Bob addressed his team’s fears and worked with the buyer to maintain continuity in the practice
Why it’s healthier to be honest with patients and staff about your intention to sell
Bob’s experience of selling the physical building along with his dental practice
What happened in the 5-week period between the time Bob listed his practice to the time it closed
The benefit of using dual representation for the buyer and seller of a practice
Connect with Bob MarcusBob Marcus, DMD
DDS GP App
Connect with Wesley ReadPractice Orbit
Practice CFO
Practice CFO on Instagram
Practice CFO on Facebook
Practice CFO on YouTube
ResourcesDental Board Room Podcast
Bob on Dental Board Room EP044
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If you’re looking to sell a house, listing it on Zillow is a good way to attract a pool of qualified buyers. But the same option doesn’t exist for those of you looking to sell your dental practice.
In fact, you’ll be lucky to find a handful of potential buyers through a local broker or dental society.
But what if there was that brings buyers and sellers together in one place online. And what if it not only connected buyers and sellers but helped facilitate a smooth, stress-free transaction?
On this inaugural episode of the Dental Practice Sale Podcast, your hosts Wes Read, Matt Odgers and Drew Phillips sit down to explain why they built Practice Orbit and how the multisided tech platform works to create a marketplace for buying and selling a dental practice.
Wes, Matt and Drew discuss how the dental practice sale industry has changed in the last 20 years, describing how they think about the trend toward consolidation and why there will always be a place for private practices.
Listen in for insight on what to expect from future episodes of the Dental Practice Sale podcast and learn how the tools available through Practice Orbit improve the experience of buying or selling a dental practice!
Topics CoveredWes, Matt and Drew’s background serving dentists and why they built Practice Orbit
The 3 reasons Wes, Matt and Drew are doing the Dental Practice Sale Podcast
How multisided tech platforms like Practice Orbit create community, consolidate supply and demand and crush transaction costs
What’s happening in the dental practice sale industry and how it’s changed in the last 20 years
How Wes, Matt and Drew think about the trend toward consolidation and why there will always be a place for private dental practices
The marketplace creation value proposition of the Practice Orbit tech platform
What role brokers play in the traditional dental practice sale and how they might fit into the Practice Orbit ecosystem
The tools Practice Orbit offers to improve the experience of buying or selling a dental practice
Why there’s no signup fee or obligation to use Practice Orbit (and how you pay 1% of the sale price only if you’re introduced to the buyer through the site)
What Wes, Matt and Drew will cover in future episodes of the Dental Practice Sale Podcast
Connect with Wes Read, Matt Odgers & Drew PhillipsPractice Orbit
Email [email protected], [email protected] or [email protected]
Practice CFO
Practice CFO on Instagram
Practice CFO on Facebook
Practice CFO on YouTube
ResourcesOdgers Law Group
Dental Board Room Podcast
Associates on Fire
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The Dental Practice Sale is coming soon! Subscriber on your app of choice here.
https://link.chtbl.com/Dental_Practice_Sale
