Dental Lease Articles

Lewis Gelmon is a professional lease negotiator, educator advocate for the dental community and lives in San Diego, CA, with over 22 years of experience in the field. He can be reached for questions or comments at lewis@lewisgelmon.com or 760-479-9704.

About Lewis Gelmon

Lewis Gelmon is a professional lease negotiator, educator advocate for the dental community and lives in San Diego, CA, with over 22 years of experience in the field. He can be reached for questions or comments at lewis@lewisgelmon.com or 760-479-9704.

Dentists Don’t Sell Their Practices, They Sell Their Leases…

dental lease advocate Lewis GelmonThe Hidden Costs of Bad Dental Practice Leases
Special Lease Feature by Lewis Gelmon

Dentists are shocked when I tell them that you don’t really sell your practice; you sell your lease. This simple but disturbing reality has become evident to me from the thousands of leases I have reviewed for dentists since 1994.

Dentists spend decades building good will and providing excellent dental care. They spend hundreds of thousands of dollars on marketing, state-of-the-art equipment, and creating a comforting environment for patients and staff. Unfortunately, all the money, time and effort spent does not necessarily translate into a high sale price.

How can a dentist avoid that unfortunate fate? With a proper office lease agreement that has been carefully crafted for a dentist planning to sell his or her practice.

Over the years, I have been invited to speak at dental conferences (like the Greater New York Dental Meeting, the Pacific Dental Conference and countless local dental societies and association meetings) on this subject. However, my mission is still far from complete.

It seems that more and more dentists are finding themselves caught in a classic landlord trap. I receive one or more phone calls each week from dentists across the country who are in the process of selling their practice but have run into problems with their landlords. These calls all tend to sound the same.

The dentist sounds stressed on the phone. He explains that he has tentatively sold his practice. When he approached the landlord to assign the lease to the new owner, the landlord asked for a letter formally requesting the transfer of the lease to the new dentist. A few days after sending the letter, the landlord called. After reviewing the lease agreement, the landlord has determined that he now has the right to terminate the lease and remove the original dentist from the premises.

The landlord goes on to explain the dentist’s choices. He can give the space back and vacate the premises as promised in accordance with the lease. Alternatively, he can pay the landlord a fee for agreeing to waive the right to exercise their option to terminate, allowing the dentist to remain on the premises and sell the practice. Depending on location and the value of the sale, this fee is usually somewhere between $75,000 and $250,000.

Take a moment to process that: It can cost a dentist up to a quarter of a million dollars to transfer their lease. I’ll bet you didn’t know that, huh?

Property owners often understand the business of dentistry better than dentists themselves. In fact, many landlords pride themselves on such business practices as a way to share in the sale proceeds of their most valuable professional tenants. Buried deep in the lease agreement is an “Assignment Provision” that governs the details of how to transfer the lease (change of control) when selling the practice. These provisions are often extensive and hard to understand. Most allow the landlord overwhelming control over who you can sell, as well as the opportunity to prevent the sale or terminate the lease. In my opinion, the purpose of these onerous sections is simply to provide property owners with the opportunity to share in the sale proceeds of your practice when you sell.

But do you really want your landlord to make a hefty profit from the sale of your dental practice?

The solution is simple. I like the over-used but very true axiom, “An ounce of prevention is worth a pound of cure.” If you ever plan to sell your practice, you need to make sure you can first sell your lease. This requires knowing where the risks are before putting your practice up for sale. Given that there are other potential problems, the best thing you can do is to have your lease properly reviewed to ensure it’s structured correctly for sale and follows good leasing guidelines for dental offices.

Looking for more information on the topic? You can reach Lewis Gelmon at (760) 479-9704 or lewis@lewisgelmon.com. For only $495, he will personally review your lease. Plus, get a $200 discount until October 31 just for mentioning The Wealthy Dentist. All reviews are guaranteed. If you don’t feel you have received the value, he’ll give you a full refund, no questions asked.

Lewis Gelmon is a former landlord, lease negotiator, and shopping center manager. Now a dental tenant advocate, he regularly lectures for dental groups across North America and the UK. He is the most published author on the subject of dental lease negotiations. His Good Leasing Guidelines for Dentists have been critically acclaimed by numerous dental groups. His mission is to raise awareness among dentists on the risks hidden in their office leases.

Dental Dilemmas in Real Estate

When Buying Commercial Property, Dentists Should Think Ahead

dental lease advocate Lewis GelmonSpecial Lease Feature by Lewis Gelmon

Should you lease or buy? This debate often arises from the same question that motivates people to buy a residence: “Why am I paying rent and not paying down a mortgage instead?”

The realities that drive residential property values are very different from those that create or eliminate the value of owning commercial property. Consider this: banks (being risk-averse organizations) typically won’t lend money for the purchase of commercial real estate with less than a 40% down payment. Compare that to as little as 5% for residential purchases.

The main difference is that commercial property, unlike residential property, is valued primarily on a capitalization rate of its rent-producing tenants. Despite a strong revenue stream from a building’s tenancy, there are other social, geographic, and infrastructure issues that can greatly affect a commercial property. These include:

  • construction of new roadways,
  • changes in traffic patterns,
  • opening of new commercial developments that shift retail markets,
  • access restrictions or reduced visibility to the property, and
  • changes in purchasing demographics.

There are three typical property ownership scenarios that dentists seem to purchase. They are:

  • buying into the ownership group occupying space in the same building,
  • purchasing an office condominium, or
  • purchasing a free-standing building and converting it into a dental office.

Buying into the ownership group of an office building can be problematic. Due to the split ownership, you probably won’t be able to control your investment. As a result, it will be more difficult for you to liquidate your ownership or even borrow against it.

Ownership groups of medical buildings can also be fraught with politics of the tenants. As an example, consider the dentist who became a minority owner of the building he was in. This dentist was denied dividends (and even the right to sell) because the other majority owners, who happen to be orthodontists, felt that they did not receive enough referrals from the dentist over the years.

Purchasing a dental or medical office condominium is the most risky because it is unlikely you will be able to sell the property to anyone other than a dentist or other doctor. When you are ready to sell, the volume of your potential successors is lower compared to tenants looking to lease. The outcome is that your property could be at risk of devaluation.

Purchasing a free-standing building and converting into a health care practice is the least risky route. If you buy the building in the right location, you’ll be more able to sell it to others unrelated to medicine or dentistry. Stand-alone buildings also have much greater appeal to retailers and other businesses due to visibility and parking.

If you’re truly interested in purchasing revenue-generating property, you will probably do much better owning a residential apartment, duplex, triples etc. where you receive simultaneous benefit from revenue generation and property appreciation.

Looking for more information on the topic? You can reach Lewis Gelmon at (760) 479-9704 or lewis@lewisgelmon.com. For only $495, he will personally review your lease. Plus, get a $200 discount until October 31 just for mentioning The Wealthy Dentist. All reviews are guaranteed. If you don’t feel you have received the value, he’ll give you a full refund, no questions asked.

Lewis Gelmon is a former landlord, lease negotiator, and shopping center manager. Now a dental tenant advocate, he regularly lectures for dental groups across North America and the UK. He is the most published author on the subject of dental lease negotiations. His Good Leasing Guidelines for Dentists have been critically acclaimed by numerous dental groups. His mission is to raise awareness among dentists on the risks hidden in their office leases.

Dentists: Protect Your Dental Lease from Inflation

Dentists: Protect Your Dental Lease from InflationHow an Inflation-Hedged Tenancy Agreement Can Save Your Dental Practice and Give You a Competitive Edge

Last week I started talking about what I see as the upcoming “perfect inflationary storm.”

While some indicators suggest that a slow economic recovery may be underway, there continues to be skepticism among many economists.

Some feel the current rebound is unsustainable and driven primarily by the massive – but temporary – fiscal stimulus promoted by the Federal Reserve.

In the past three years, for example, the Fed has injected more liquidity into the U.S. economy than in the previous 25 years, combined.1 Never before in human history has so much money entered the world’s economy so quickly, and certainly never before in American history have we tripled the money supply by 300% in less than 4 years.

Preparing for Inflation

This is setting up our economy for what could be an inflationary period of time longer and more extensive than ever experienced before.

Indeed, some business owners and financial analysts with whom I have consulted have commented that many policymakers are already well aware of this. However, many of them – as well as corporate executives and Wall Street bankers – often have vested interests, thereby making implementation of these policies difficult. Further, many have been trained as expert systems managers rather than generalists, and thus only see piecemeal solutions to these very complex problems and will be unable to replace a failed system with a new one.

What does all this mean for dentists? In my view, today’s dentist must both have the foresight to read the writing on the wall and create the tools necessary to effectively manage their dental practice during rising and high inflation. This may start with an annual inflation rate of 7% within the next 1 to 3 years, rising to double-digit inflation within 4 to 5 years.

Preparing to manage a dental practice through an inflationary period can be a daunting task when you stop to think about it. Imagine your costs going up significantly and not being able to pass those costs onto your dental patients at the same rate.

However, the good news – as the saying goes – is that you don’t have to outrun the tiger; you just have to outrun the person next to you.

Being One of the Survivors

Hedging your long-term business commitments today will give you the edge needed to outlast and outperform your competition. Many of today’s dentists opt to listen to the financial cheerleaders as if they’re financial planners because it “feels” good and because it “fits in” with their view of how the world works.

Instead, take this opportunity to be a reflective strategist and critical thinker about tomorrow. One of the greatest of these was Herb Kelleher, the former CEO of Southwest Airlines. He had a reputation for thinking outside the box, and his proactive risk management style – including his fuel-hedging program implemented in the 2000s, which allowed the airline to enter into aggressive fuel futures contracts – allowed them to better manage their costs.2

As the price of jet fuel rose dramatically during that period, Southwest emerged as the most profitable airline in the industry, driving out competitors and avoiding Chapter 11 bankruptcy – the fate that ultimately awaited all major U.S. air carriers. Southwest’s fuel-price inflation-hedging strategy provides a great lesson in how to compete in difficult economic times and emerge victorious.

Hedging against Inflation

America’s tenant-based businesses like dental offices should, in my opinion, act like Herb Kelleher by identifying the major expenses in today’s dollars, in order to hedge against future inflation.

As occupancy and tenancy costs remain top priorities in long-term lease contracts for dentists, these are critical costs to contain. As your tenancy leases roll over for renewal, avoid locking into existing options to extend the terms of the previous NNN Lease Agreement protecting the landlord against inflation by passing the costs on to you.

Be willing to “step out of the box” and renegotiate hard, both the base rent provisions, and triple net components of the lease, much like the hedging strategy employed by Southwest.

In particular, ask for longer-term rents with locked-in fixed rents, which do not rise based on the Consumer Price Index (CPI), but rather, have set increases and thereby cap off the percentage increases year over year. Landlords will generally object to this, but given today’s real estate environment, they will often concede, as they are unlikely to want to lose a good, paying tenant.

An excellent window of opportunity still exists to take advantage of struggling landlords by implementing such a hedging strategy. Only agree to triple net provisions with a cap on increases of no more than 6% year-over-year. You’ll want to do this while most landlords are still operating in a non- or low-inflation mindset and remain insensitive to this request as they do not yet foresee a high-inflation period ahead.

Although putting in place an inflation-hedging strategy will take time, planning and effort, the pecuniary benefits would be a significant competitive advantage similar to the one Southwest had if you feel there is a reasonable risk that our economy will enter into an inflationary period of time.

Considering Your Risks

What do you have to lose? Ask yourself where the bigger risk lies: paying marginally more in rent on the front end, or not having the ability to stop landlords from loading you up with additional expenses, so that in the end your triple net charges begin costing you more than your base rents?

If we hit a period of 12% annual inflation – which many believe to be a real possibility – it will only take about 3 years, under most lease agreements, for your triple net charges to start costing you more than base rents.

More importantly, consider how it will affect your competition’s bottom line. Should they fail to heed the inflationary warnings allowing their landlords the unrestricted ability to pass inflationary risk on to them you’ll have the same advantage Southwest had on its competitors.

Bibliography
1 St. Louis Federal Reserve
2 Cobbs, Richard & Wolf, Alex (Spring 2004) “Jet Fuel Hedging Strategies”

Dentists Gamble on Inflation with Triple Net Dental Leases

Dentists Gamble on Inflation with Triple Net Dental LeasesI’ve been telling you about how my father developed shopping centers in the 1970s and how inflation hurt landlords in the 1980s.

The new landlords learned lessons from their bankrupt predecessors, and redrafted their lease agreements to transfer inflation risks to their tenants through the NNN Lease (“triple net lease”).

When long-term tenant agreements of the 1970s began to expire in the 1990s, the landlords revised the previous gross lease agreements to their current standard NNN Lease form.

The triple net lease incorporates rising rents set to Consumer Price Index (CPI) increases and direct flow through of all operating costs to their tenants along with hefty admin fees.

This will make managing through the next inflationary period considerably more difficult for retailers and other tenants, just as it did for the early mall developers in the 1980’s.

Dental Tenants Now Take the Risk

During the economic boom years of the 2000s, the typical landlord form lease agreement evolved in terms of both their complexity and sophistication, with the bulk of new risks being borne by the tenant.

However, few – if any – dental tenants really understood or appreciated the potential inflationary risks they were being asked to absorb should the economy enter into another inflationary period. For many, it wasn’t even a business consideration, as most dentists had not operated a practice through the period of high inflation of the 1970s and early 1980s, and those that did have since retired.

Further, the dentists could only secure good locations through a highly charged competitive environment, encouraged by the landlords, and often manipulated by the brokerage community.

Brace Yourself for the Coming Storm

The result, in my view, is the creation of conditions now set for the “perfect inflationary storm.”

How many times has a dental tenant heard that this is the landlord’s standard form lease and is not subject to change or modification? In the mid-2000s, it was generally a “take it or leave it” proposition for the dentists, with easy money provided to them by bankers to build new practices, and since patient traffic was strong, in most regions, expansion and the growth of new dental offices was everywhere.

However, little consideration was given to incorporating clauses which would have prevented the offloading of inflationary risk from the landlords to the dentists. The focus was on performance and expanding the practice revenues.

Big Changes Since 2008

Dentists post-2008 were spared the greatest risk from inflation, not by having the type of lease agreements their contemporaries of the 1980s had, but rather, by the most dramatic slowdown in U.S. economic activity since the Great Depression of the 1930s.

Staggering base rents, driven by the brokerage community, combined with dramatic declines in consumer sales activity, were directly culpable for the high bankruptcy rates among America’s dental community. At present, many indicators suggest that a slow economic recovery may be underway.

However, there continues to be skepticism among many economists, who believe the current rebound is unsustainable, driven primarily by massive – but temporary – fiscal stimulus promoted by the Federal Reserve. In the past three years, for example, the Fed has injected more liquidity into the U.S. economy than in the previous 25 years, combined.1

As a result, the Fed’s easy money policies may pose greater threats to the long-term health of the U.S. economy than it solves.

You may want to look at it this way: If you factor in the additional liquidity injected by other major central banks, such as the Bank of Japan (BOJ), the European Central Bank (ECB), and the Reserve Bank of England, there has been more new capital introduced into the world economy since 2008, than in all of the previous years, combined.2

Too Much Money?

Never before in human history has so much money entered the world’s economy so quickly, and certainly never before in American history have we tripled the money supply by 300% in less than 4 years. Like a powerful drug promised to cure a potentially near fatal disease, there will be unpredictable and powerful side effects.

History has illustrated, and many economists tell us, that the downside effects of printing money are often substantial. Nobel Prize-winning economist Milton Friedman, for example, has said that “inflation is always and everywhere a monetary phenomenon.”3

Simply put, inflationary pressures can result as much from the loss of a currency’s purchasing power (cost-push inflation), as it can when the demand for goods and services is constrained by limited supplies (demand-pull inflation).3

By increasing the supply of dollars since 2008, without a corresponding rise in Gross Domestic Product (GDP), you will not be able to stave off inflation, inevitably leading to the loss of the dollar’s purchasing power. Indeed, since 2008, GDP has risen by about 3%, while the money supply has risen by over 300%.4

According to best-selling author and economist David Wiedemer, the real cause of inflation is “increasing money supply beyond what is needed to keep up with economic growth.”3

In the past, raising interest rates was generally seen as the best way to control inflation. However, this can no longer be as effective a deterrent as previously used because the GDP in the United States is 70% consumer-driven. The Fed can temporarily delay inflation with a slow and steady rise in interest rates and claim that some inflation is actually good for the economy but cannot prevent it or control it as easily as in the past.

This is setting up our economy for what could be an inflationary period of time longer and more extensive than ever experienced before. Next week, I’ll tell you more… and how dentists can safeguard their practices during inflationary times.

Bibliography1 St. Louis Federal Reserve2 International Monetary Fund3 Widermer, David (2010) “Aftershock”4 GDP Statistics About.com Guide

Dentist Leases: Inflation Risks and a Changing Economy

Dentist Leases: Inflation Risks and a Changing EconomyBusiness leases were very different back when my father was a mall developer.

As I described last week, he opened a shopping center in Canada where he prioritized the landlord-tenant relationship. As a landlord, he worked hard to help his tenants achieve success.

Unfortunately, he was unable to cope with the rising costs of operating the shopping centers due to inflation in the 1980’s. Today, malls, strip centers and medical/dental buildings are primarily managed by institutional owners.

Tenants are no longer viewed as collaborating business interests; now tenants are commodities to be bought, sold, discarded or traded in favor of the mall owner’s and mall stockholders’ bottom-line.

Dental Leases Used To Be Simple

The most direct result of the inflationary period of the early 1980s was the advent of – and now widespread use of – the “net” form of lease, commonly referred to as the “net lease” or Triple Net Lease Agreement (NNN). In fact, many tenants cannot even recall a time when the NNN Lease wasn’t in effect.

However, prior to the 1980s, most dental leases were, in fact, of a “gross” nature. Under the Gross Lease Agreement the dentist paid one rent, which covered all of the costs a landlord might incur, including such things as parking lot maintenance, insurance, repairs, etc., leaving plenty of room for landlord debt service and profit. Most gross lease rents were set to rise by about 3.0% annually, because inflation for the previous 30 years averaged about 3.2% per annum during the post-War era,1 making such an agreement simple to manage for both landlord and his dental tenant.

But when the costs of operating malls and other commercial properties unexpectedly and quickly began to rise as a result of higher inflation, the mall and property owners were forced to absorb the additional expenses, thereby cutting into their profit margins.

This forced mall owners such as my father to pay both higher mortgage rates and rising operating costs. When inflation was finally contained at the expense of the mall owners rather than the retailers and shoppers, it forced many early developers into bankruptcy and malls into foreclosure.

The Triple Net Lease Becomes Standard

When the foreclosed shopping centers were ultimately resold to other interests, the new shopping center owners applied the lessons they had learned from their bankrupt predecessors, and redrafted their lease agreements to transfer inflation risks to their tenants through the NNN Lease.

As the long-term tenant agreements of the 1970s began to expire in the 1990s, the landlords would not renew the previous gross lease agreements unless they were revised to their current standard NNN Lease form, which incorporates both rising rents set to Consumer Price Index (CPI) increases and direct flow through of all operating costs to their tenants along with hefty admin fees.

The result will make managing through the next inflationary period considerably more difficult for retailers and other tenants, just as it did for the early mall developers in the 1980’s.

Dentists Now Take the Risk

During the economic boom years of the 2000s, the typical landlord form lease agreement evolved in terms of both their complexity and sophistication, with the bulk of new risks being borne by the tenant.

However, few – if any – dental tenants really understood or appreciated the potential inflationary risks they were being asked to absorb should the economy enter into another inflationary period. For many, it wasn’t even a business consideration, as most dentists had not operated a practice through the period of high inflation of the 1970s and early 1980s, and those that did have since retired.

Further, the dentists could only secure good locations through a highly-charged competitive environment, encouraged by the landlords, and often manipulated by the brokerage community.

The result, in my view, is the creation of conditions now set for the “perfect inflationary storm.” I’ll describe what I mean – and what you can do to protect yourself – next week.

Bibliography1 Rattner, Steven (January 5, 1981) “Federal Reserve Sees Little Growth in ’81 with Continued High Rates,” New York Times

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