Factors to consider when determining practice value

written by Charles Kim, Dental Practice Broker, Practice Concepts
There is no one size fits all, or “rule of thumb” method to accurately determine a value of a dental practice. Several factors will need to be considered, and some of the more common factors are explained below. In some markets, practice values are higher than the national averages, and in other markets, the values are lower. What are some of the reasons for this wide range in values? There could be more factors and mitigating circumstances that are unique to each practice, but a good understanding of these primary factors may help a practice owner, or potential buyer, to understand how a practice value is determined in their area.

Location

Location and the demographics of that area can have the most influence on the practice’s value. For instance, dental practices located in Southern California, especially in metro areas, may have a value as high as 80% or more of the annual gross revenue. On the other hand, if a dental practice is located in a more rural, remote, or a relatively underserved area, the practice value could be in the 40% range or less of last year’s gross revenue. A simple reason for these differences is supply and demand. There are less associates, buyers, and practice owners practicing in these less populated areas. Therefore, a lower practice value is expected. Most of the nation’s population resides in metropolitan areas, and as a result, most recent graduates desire to practice there as well. It is typical for most dentists to prefer to live near one’s own family or network of friends. Therefore, there is more demand for dental practices in these markets, and as a result, the practice values tend to be higher due to increased competition from more buyers. In addition, most major metropolitan areas have a number of dental schools which produce hundreds of new graduates each year. Often, these new graduates choose to remain and practice near their schools, as they may have already developed a network in the area before they embark on their dental career.

Collections/Overhead

The second biggest factor affecting your value is how profitable you are as a business. Next to location, purchasing a practice with a stable income history is an extremely important consideration for most buyers. For example, practices with a low overhead of 50%, usually can have a higher value than practices with higher overhead around 70%. Basically, if your practice has a higher overhead, it makes it more difficult for a buyer to keep up with their expenses and thus a lower practice value is a reality. For example, 2 practices that both collect $1 million per year, in the same city, may not have the same practice value. If one practice has a 50% overhead, compared to a second practice with a 75% overhead, the resulting earnings for the owner could be quite different. As a result, the practice values would also vary despite showing similar annual collections.

Patient Base/Active count

The patient base and the number of active patients has considerable influence on the success of a practice, and will have an impact on the practice value. Practices that have a smaller patient base (500 to 700 patients), along with a lower number of new patients, for example (3-5) per month, usually are valued lower as compared to practices having a larger patient base (1,200 to 1,700 patients) with healthy new patient inflow averaging 15 to 25 new patients per month.

Assets/Buildout

Although location and financial history may have the most influence on a practice value, another factor is the condition of the practice assets. If you have older equipment and have not renovated your office for years, you should expect to see a lower practice value. The absence of updated technology, widely considered to be standard by younger buyers, such as digital x-ray, or electronic records, will also impact your value as well. The buyers may remain interested, but they will be factoring in the need to spend more money to upgrade or renovate the office when they are ready to make an offer. Therefore, current practice owners who are considering a practice transition within a few years may benefit from some equipment and technology updates, which could not only increase the productivity of the practice, but possibly increase the future market value as well.

Type of facility/Lease

Another factor that has been affecting practice value is the type of facility. There is a greater trend from buyers who prefer practices in retail, or street front locations, with highly visible signage, compared to offices located in professional buildings. For example, a practice located in a large retail/shopping center may sell more quickly, or even for a better price compared to a similar practice located in a professional building. The practice that is located in a retail setting may not necessarily have a better chance to succeed, or it may also require a much higher lease expense. However, the trend from younger buyers to prefer a visible and retail setting has become more apparent in recent years.

Transition plan

Depending on the experience level of a potential buyer and the amount of “hand-holding” they may desire after the purchase, a seller’s flexibility regarding transition assistance can also influence the final value of the practice. Or, in the case of experienced buyers who may already own multiple practices, they may not have the availability in their schedule to replace the seller. In these cases, the buyers often ask the seller to remain as an associate until the new owner is able to locate the right personnel to provide coverage. Certainly, there is no standard transition plan that can work for all situations, but it will benefit both parties to determine a balanced arrangement that can provide the buyer with more motivation and confidence. As a result, the seller may enjoy a stronger offer price by accommodating the buyer’s needs.

Summary

In summary, the topics mentioned above are just some of the common factors that can affect a practice value. A dental practice’s value is not entirely based on a rule of thumb, or a standard percentage of gross collections that can be widely applied to every practice. Those “guesstimates” are discussed in the industry among both practice owners and buyers, however, it fails to take into account the unique characteristics of each practice, such as location, size of patient base, cost of lease, transition plan and many other factors that can affect the practice value.– written by Charles Kim, Dental Practice Broker, Practice Concepts

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It’s graduation season once again. During this time of year, thousands of college students walk down the aisle to receive their diploma, and celebrate their accomplishment of acquiring their degree of study. In 2015, the number of medical school graduates in the United States alone was 18,705 (KFF.org).

Many new graduates in the medical profession dream of owning their own practice one day, but can their dream come true sooner rather than later? We will be discussing what it takes for a recent graduate to be their own boss and to have their own practice.

Define Your Goals
You will first want to think of what your goals are in terms of owning a practice. Finding your dream practice is made of three primary subjective and objective criteria: The style of practice, the region or area, and the immediate profit generated.

First, decide where you want to live. Try to keep the area as broad as possible to improve your selection. A smaller geographic location will substantially lengthen your search time.

Second, consider what style of practice would best fit you. Retail settings will have higher rents, require Sunday and evening hours, street signage or visibility, and have much more walk-by traffic. Medical offices will have lower rents, little or no signage and much less walk-by traffic. As a new graduate, you may be more comfortable developing a fixer-upper or start-up practice (and will be easier to finance; more on this soon), rather than purchasing a large turnkey office.

Third, figure out what your income requirements are. Most offices have an adjusted net of about 1/3 of gross. Multiply your minimum earnings required by 3 to determine the minimum annual gross revenue.

You will also want to think about long-term goals, such as building revenue, buying real estate, or eventually owning more than one practice. Some of these decisions will be determined by the type of role you want to play in your business. Do you want to be a hands-on doctor that continues to see patients the majority of the time, or take on more of a managerial role and run the business side?

Develop a Business Plan
In developing a business plan, you will want to think about your budget and what type of practice you can afford and sustain. Once you know what type of practice you want, you will need to plan a budget that reflects the cost of that certain practice.

Start-up costs should always be included in a budget. Start-up costs can include but are not limited to buildouts, renovations, remodeling, purchase of equipment, advertising, and hiring of staff. You will need to determine if you can afford these costs before your practice is open for business.

You will also need to figure out how long it will take before your practice becomes profitable. It may take a while for your business to start generating revenue. Can you cover monthly expenses and other costs until then? A financial planner will be able to help you accurately determine your projected profit and loss.

Getting Financial Help
When buying a practice for the first time, you are most likely going to need financial assistance. Specialty lenders offer up to 100% financing for certain practices as well as start-up opportunities. For a practice purchase, a lender will provide 10 year terms, usually with a fixed interest rate. Some even offer deferred payment for the first few months.

There are a few basic criteria lenders look at for practice purchases:

Are there enough adjusted profits reported from the practice to pay for your living expenses (after any spousal income) and to repay the loan (plus a cushion)?

Do you have a good credit score? It’s less about how much you owe (i.e. student loans) and more about how you pay your obligations. Late payments, short sales, and foreclosures are deal killers.

How long have you been licensed? Lenders generally require you be licensed for at least two years. This might be one of the biggest obstacles for new graduates, since they may have just received their license. Take that time and build good practice skills, along with developing good financial habits.

Last but not least, get pre-qualified. Being pre-qualified will let others know you are a serious buyer, and will help move the purchasing process along.

Ideal Practice Owner Characteristics
Owning and running a practice is not for everybody. It takes a lot of work and willpower to start and maintain a business. One characteristic that can help determine if you are ready to own your own practice is your ability to overcome obstacles.

As a business owner, you will run into many problems and roadblocks that medical school didn’t prepare you for. You might know exactly how to diagnose a patient’s problem, but you may not know the first step to take if the phone system suddenly shuts down during peak business hours, or how to diplomatically handle a disagreement between two employees. Being able to overcome obstacles that comes with owning a practice is key to keeping it successful overall.

Preparing for Ownership
When it’s time to purchase your practice, talk to friends and colleagues who have started their own practice for insight and advice. However, remember that not all situations will be the same for you as they were for others. Also, contact a consultant or broker to get the process started. These professionals will help guide you through the steps needed to ensure a successful purchase.

So if you are someone who is about to graduate and enter the world of medical professionals, keep this information in mind when thinking about the prospect of being your own boss.

Posted in Buying, Selling & Partnering, Financial Planning & Wealth Building, Financial Topics, Loans & Financing, Medical Practices, Optometry Practices, Veterinary Practices | Comments Off on Out of the Classroom and into the Boss’s Chair: How Graduates Can Start Their Own Practice

 

It happens every year. People of a similar profession or specialty from around the country gather together to spend several days immersed in exploring and learning new and interesting things about their craft. This phenomenon is commonly referred to as a conference. Although the concept of a conference is nothing new, the practice of attending a conference can very much be a daunting and stressful ordeal.

One of the biggest challenges that visitors face at a conference is that there is so much to do and to see, but with little amount of time to cover everything. Navigating through large crowds, waiting in long lines to visit exhibitors, staying to the end of overdrawn Q&A sessions, and lengthy wait times for transportation and more are all time-consuming problems that take away from a valuable conference experience.

However, most of these time-impeding issues can be diminished or even eliminated with just a little bit of pre-planning and preparation on the part of the attendee. Read below for time-saving tips and advice that will help you get the most out of your next trip to a conference:

Set a Goal
What exactly is your goal when you attend a conference? Is it to find the latest products and technology for your practice or business? Going for continuing education, seminars, and lectures? Or possibly for networking opportunities to broaden your brand recognition? Whatever the reason, making a goal will set your priorities, narrow your focus, and will allow you to better execute what you need to accomplish during your stay at the conference.

Plan before You Go
For any conference, it is best to register as early as possible. Being an early registrant can give you better opportunities to stay as close to the conference as possible during your visit. For instance, if the conference is held in a hotel, registering early will give you the chance to book a room right in the vicinity. This way you will not waste time in the mornings and evenings trying to get from point A to point B.

Another way to save time before you go is to obtain an exhibitor map. Having a visual layout of the conference gives you the chance to plan and prioritize your route around the conference, resulting is less wasted time wandering the floor and back-tracking where you just came from. Also, make room for some changes to your route, as some exhibits and lecture rooms may change once the conference commences.

Some final tips before you step out the door is to solidify travel plans, and when arriving to the destination city, know how to get to your hotel and to the conference. This way no time is wasted getting lost or running late.

When Visiting and Networking with Exhibitors
Make appointments with exhibitors you most want to meet. By doing this you are making sure you are connecting with people that have the most value to you and your business. Also, this way you won’t be stuck waiting behind someone who is taking up the exhibitor’s time.    

Visit the most popular booths at the least crowded times. What times are the least crowded, you may ask? During lunch, evenings, and scheduled classes are the best times to check out these booths, since most of the crowd is preoccupied during these times. When you do catch an exhibitor free of people, check with them for free passes for special events they may be having. It could be for a happy hour, raffle giveaway, or other fun and unexpected rewards.

Take business cards with you to avoid filling out forms. Some exhibitors you will want to keep in touch with may ask for your information. Giving out your business card will save you time and will help avoid accidental misprints (not to mention hand cramps) from filling out forms every time.

When Attending Seminars, Classes and Lectures
Similar to registering early for the conference, make sure to pre-register for lectures and seminars. Popular and interesting seminars and classes will fill up fast, so registering early will save you hassle and stress. As always, know where these are taking place to avoid time-consuming searches around the conference.

Arrive early to seminars and lectures to avoid crowds and standing in line. Find a seat that is close to the exit, therefore when the lecture is finished, you won’t be held behind large groups of people and can easily continue with your next priority.

The Big Picture
It is easy to get swept-up in the commotion and crowds of people during conferences. However, with some time-management skills under your belt, you will be able to better meet your goals and take away a valuable experience from the conference. By setting priorities, planning ahead, and practicing time-saving tips, you will be free to enjoy the conference during your stay, and feel accomplished afterwards.

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It’s time. You have been thinking about selling your practice, and now you’re starting the process. You’ve put it up for sale, and after a while, you’ve gained potential buyers. You know the sale of your practice is getting close, and you want to make sure all of your bases are covered. Problem is, you signed a years-long lease to house your practice, and that lease will not expire until long after you’ve packed up and left.

How can you get out of your lease legally, without severe penalties, and at the same time not be responsible for future payments and obligations after you’ve passed the keys onto a new tenant? One of the best ways to solve this problem is to have a lease assignment. Read on to find out what a lease assignment is and how it can help you when selling your practice.

What is a lease assignment?

A lease assignment is what you can use when you want to transfer your lease to someone else. This would be the person buying your practice and moving into the location, otherwise called the “assignee”. This lease assignment transfers all of your remaining interest in the lease from you, the “assignor”, to the assignee. The assignee takes over your lease when you move out. From there, the landlord and assignee deal with each other directly. The assignment may require you to remain as a guarantor for the remaining term of the lease. It is pretty common for landlords to require the owner to remain on as a guarantor for a period of time in a lease assignment. If that is the case, then the buyer should indemnify the owner, and that provision is usually included in the purchase agreement.

How can I acquire a lease assignment?

Before choosing to proceed with a lease assignment, first check the language of your current lease to see if you are allowed to assign the lease. In most cases, there should be a provision that states, “the landlord will not unreasonably withhold the approval of an assignment”.

If you are able to assign the lease, you will need to acquire an “Assignment of Lease Agreement”. The Assignment of Lease Agreement is the document that verifies the transfer from the original tenant to the incoming tenant.

In most cases, the landlord will need to consent to the lease transfer through a document called “License to Assign”. This document grants formal written permission to assign and transfer a lease from one tenant to another. The License to Assign is important because if it is not signed or approved by the landlord, they may refuse to approve the assignment later on.

The lease assignment can be drafted by the landlord, tenant, attorney, or broker. Always request that the landlord remove you as a guarantor from the lease assignment. They may be reluctant, however, if the buyer is new. Purchase agreements will have provisions that indemnify you from liabilities, like the lease after the sale date. Regardless, landlords always have a duty to mitigate damages in case of a default.

How is an assignment different than a sublease?

Although they may seem similar, a sublease is indeed different than a lease assignment. With a sublease, you the assignor are responsible for the correspondence between the landlord and new tenant. Generally speaking, you would play the part of the middle-man with a sublease.

However, with a lease assignment, there is a direct relationship established between the new tenant and the landlord, so you do not have to be involved as a go-between.

Why a lease assignment works in your favor:

Here are some reasons why a lease assignment can work best for you:

  • A landlord is usually more in favor of an assignment than a sublease.
  • A lease assignment may let you transfer responsibilities to another tenant/ buyer
  • There is a direct relationship established between the new tenant and the landlord, with little to no involvement on your part.
  • You can outline the terms for assigning responsibilities and obligations of the lease to the assignee.
  • The buyer may need an extension of the length of time for the lease to satisfy their lender requirements.

What to look out for:

Here are some provisions to keep in mind regarding lease assignments:

  • All parties need to consent to the new lease and terms. If all parties do not, the agreement can be refused or rejected.
  • Provisions in the agreement might include a requirement that the assignee have a net worth or experience equal to or greater than the current tenant.
  • Determine what items the landlord will need from the buyer and/ or yourself, including any fees.
  • Is there a termination provision? Some landlords include a termination clause that allows them to terminate your lease if you request an assignment.
  • You may remain a continuing guarantor on the lease if the assignee fails to pay.
  • The better the location your lease is in, the less a landlord is willing to compromise on terms.
  • Make sure that any options run with the lease and the new tenant.
  • Have a professional review the document before it’s signed, especially if the lease assignment was drafted by your landlord. You want to make sure the agreement works for you and is not significantly in favor of the landlord.
  • The buyer may need a term (including options) of 5 to 10 years. Make sure the landlord is willing to extend the lease assignment for the new buyer.

It is smart to know of the options available to you in ending or changing a lease when it comes to selling your practice. Understanding the terms of your lease and the provisions to be able to transfer that lease to a buyer are important in maintaining the value of your practice and having a successful sale.

 

Sources:

Leasing Agreements: What you Don’t Know can Hurt You by Alissa Wald, OD, and Scott Daniels

http://real-estate.lawyers.com/landlord-tenant-law/subleasing-and-assignment-of-leases.html

http://www.propertyshark.com/mason/text/infopages/Real-Estate-Glossary/assignment-of-lease.html

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When getting an appraisal for a practice it’s important to understand what you get.  Professional organizations such as NACVA (National Association of Certified Valuation analysts), AICPA (American Institute of CPA’s) and other credentialed association have specific standards and methods for appraisals.  An appraisal can easily provide the wrong value yet still produce a seemingly correct figure. Why?  Because incorrect methods, assumptions or references can dramatically change the value.

 There are several types of appraisals commonly used and usually are broken down into either an income approach, market approach or an asset approach.   You really can’t combine them to get a value. For example you can’t combine goodwill, book value assets and inventory to derive a value.

Unfortunately, some reports are not based on recognized standards and do not use the standard appraisal methods to determine value. The result may be close — simply by luck.   Standards dictate that all assertions should be footnoted or referenced as to their source.  Some reports use calculations and assumptions without providing any footnote or backup as to the source.  Our simple rely on the appraiser’s experience.  Referenced sources should be from third parties and not just the opinion of the appraiser themselves. When you looking for an appraisal ask if they are members of an appraisal association or hold a CVA. To learn more about appraisals contact us for an extensive article.

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Recently a friend was on a panel dealing with women and negotiating issues. This applies to many aspects including getting a job, becoming a partner or buying a practice.  With so many female professional doctors out there, I thought this might be interesting and wanted to pass it along.  -Scott

Read More

 

 

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Visit us at the Monterey Fall Symposium November 10th & 11th. Download your free exhibit hall pass below. Visit us for our food for thought seminar series Friday November 10th at 6:30pm. Register through coaonline.org.

Download Exhibitor Hall Pass 

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Most people buy or sell a practice once in their lifetime. The process is complicated and includes a variety of steps including business analyses, negotiations, disclosures and written agreements. It can also be very emotional.  Emotions play a significant role in completing a successful sale.  Buyers want to purchase a practice for the best or lowest price – whereas sellers wants to get the most return.  This is true for any valuable asset being sold; whether it is a car, house, or business.  The ultimate goal is a successful sale that meets the needs of both parties.  Sometimes this goal is clouded in the heat of emotions. Aggressive advisors can often heat things up further even more with overly aggressive or bullying actions.

Staying focused on the end goal helps reduce the level of emotions.  While everyone has their own style of negotiations, buyers should realize the emotional and subjective values that owners placed on their practice.  Right or wrong, some sellers place very high values on their business. Having a third party intermediary is often the best method of achieving a win-win for both sides.  (More on using a broker/intermediary later)

Sometimes heavy criticism from a buyer does little more than anger an owner. A buyer may believe that by emphasizing the negatives they will obtain the practice at a lower value.  A seller may feel that the buyer should know everything and buy at face value.  The biggest problem occurs when one party makes a statement and it is taken in the wrong way by the other party.  A seemingly innocent (or required) question can turn ugly.   Owners spend more time at work then with their family and selling any large asset is an emotional undertaking.  Buyers should recognize this bond when dealing with sellers.  Being respectful and pleasant will improve your chances of purchasing a practice for the price and terms you want.  Seeing the other party’s perspective often helps in creating a successful sale that meets both party’s needs.

The biggest mistake buyers and sellers make is in trying to sell, negotiate and complete a business sale without help of an experienced practice broker. Brokers are in the business of completing deals. They should be hands on throughout the process. They guide clients to insure the terms of the agreement are followed, help to make sure loans or liens are paid off,  help overcome obstacles from landlords, lenders and other third parties and work with all the third parties (often chasing them) to complete the transaction.  Think of them as the general contractor who oversees, tracks and follows up with everyone insuring that all the parts get completed. (i.e. lenders, insurance agents and other third parties.)  The role of a broker is an important process to a successful sale.  A good intermediary will insure that both sides complete the proper documentation. Prior to a sale agreement there should be signed confidentiality agreements with prospective buyers to insure the seller’s goodwill and business are protected prior to any sale.  While CPAs, attorneys and consultants offer great services in analyzing the business or preparing the documentation, it’s the business broker that “moves things along” and insures the deal doesn’t fail.  They look for common ground between buyers and sellers, and chase third parties like landlords who are often not motivated.  It’s important to work with advisors who are good negotiators and work in a collaborative manner.  There is always give and take with any transaction and having someone who understands the “big picture” who can guide you makes a world of difference.

#1 Case file:

A Seller engaged our services after initial talks with a previous buyer came to a standstill — or more like an abrupt halt.  All parties were very emotional.  The seller received critical comments from the buyer in an effort to purchase at a lower price.  The hardball tactics from the buyer and their consultant angered the seller. Communication from the buyer were pushy with a take-it or leave-it attitude. The seller felt as if someone attacked their family. Fed up with the buyer’s tactics, the seller asked us to represent them. We contacted the buyer and their consultant.  We concurrently marketed the practice to other buyers while continuing dialogue with this buyer.  The buyer continued to be critical and demanded that the seller respond with an offer.  The seller declined to respond without an initial written letter of intent or offer from the buyer. The buyer never submitted an offer in writing – yet consistently told us they were serious.  Not knowing the buyer’s terms and without a written offer we continued to market the practice.  Shortly thereafter we found a successful buyer who purchased the office for a price close to that discussed by the original buyer. Had the first buyer been more positive and cooperative with the seller they might have purchased the office at a similar price.

#2 Case file:

We represented a buyer in the purchase of a large practice.  The seller had a strong personality and was very pushy.  This really intimated the buyer.  Having guidance from a professional the buyer was able to better understand the process and help keep things fair. We instructed the buyer to properly use an escrow service, complete all documents and protect their interest.  Even after documents were signed the seller attempted to change some terms and kept pushing the buyer.  Inventory challenges, outstanding payables and patient deposits created for a bit of drama.  However, we worked with the buyer to keep things moving along, keep them even keeled. Helped negotiate with the seller (including overcoming some rough spots) and successfully closed the deal for the buyer.  In this case we helped insulate the seller and the buyer keeping emotions down) while giving support to the buyer who felt a bit pushed at times.

A great, licensed broker understands the process and is able to negotiate and work through obstacles so both sides are able to complete a deal.   Sometimes things can be emotional, but the broker’s job is to find common ground and negotiate an acceptable compromise for both sides.  Every transaction involves emotional steps with some “give and take” on both sides.

#3 Case file:

Purchasing a practice along with the real estate is a complicated process.  There are two transactions with multiple moving parts. Both need separate purchase agreements.  The real estate requires outside appraisal, inspections and sometimes environment inspections as well.  The buyer and seller were ready to close.  Staff had been informed, both parties sat at the closing table.  The escrow courier arrived to sign the real estate loan documents and the practice loan documents but on review the loan documents had incorrect amounts (the seller note was missing and the loan amount was incorrect. Both buyer and seller were confused and unsure what to do.  I contacted the bank representative and walked them through the deal to have the documents corrected.  The problem was fixed and new documents were emailed within the hour. This could have easily resulted in a major delay of several days.  Both parties really wanted to close by month end.  I knew who to contact at the bank to make sure the problem was solved right away avoiding a lengthy delay.  By noon the deal had closed, buyer’s working capital was in their account and seller got their proceeds the same day.

Scott Daniels is a licensed real estate practice broker and is a member of NACVA (National Association of Certified Valuators and Analysts) and is completing his CVA certification.  He is also Certified Negotiated Expert with CNE.  He has completed over 500 transactions with over 20 years’ experience. His wife Dr. Alissa Wald owns a large optometry office and is managing partner in 2 others.

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The recent publication Women in Optometry reports the number of female optometrists growing to 40% in 2014.  We believe woman make great practice owners. A high percentage of buyers have indeed been women.  Check out out our story and others in the recently published. Women in Optometry article (March 2014)

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Visit us at the California Optometric Association Monterey Fall Symposium.  We will be exhibiting Friday, November 7, 2014 through Saturday, November 8, 2014.  Scott Daniels will speaking Friday evening about successful transitions and partnerships.  For more contact coavision.org

http://www.coavision.org/i4a/pages/index.cfm?pageid=3290

 

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