Successful Business Handbook

Associated Bodywork & Massage Professionals

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successful. Incompatibility problems can take different forms. There are conflicting objectives, as well as differing talents, abilities, work ethics, and financial contributions. In a merged practice, there is a loss of autonomy and individual control. The hierarchy among individual therapists must disappear. This implies central control, physical integration, and at times sacrificing personal preferences for the good of the whole. Without these commitments, the merger will be nothing other than a collection of individual massage practices whose cost of doing business could be even greater than before the merger. In a larger practice, more direct management will be required. Not all massage therapists are good managers, and some who might be good managers do not want the responsibility. Time spent managing is time away from professional practice duties. Cost savings per individual practitioner must be counterbalanced by the group's cost of administration. Agreeing on suitable compensation can also be a touchy issue. Getting Started The starting point for this venture should be meeting with all prospective merger candidates and having a general discussion of what is expected, what each participant hopes to achieve through the merger, and what each brings to the table. If everyone isn't prepared to invest time, talents, and treasure to make it work, find some new candidates. When all have agreed to the basics and some rudimentary guidelines, the next step is to undertake a detailed pre-merger assessment of each individual practice. It is best to have one neutral professional analyst and/or appraiser conduct this task. The analysis should include: • he market value of each T individual practice; the tangible and intangible assets, including goodwill. • history of each practice, annual A billings, and collections. • etails of the services each practice D offers, particularly specialties not available everywhere. • staff list from each practice, A including salaries, duties, competency, length of service, etc. • acilities that could be occupied F by the merged practice. • n economic analysis of each A practice with a clear understanding of what each brings to the merger. (Senior professionals are seldom interested in supporting poor performers.) • personality analysis of A each therapist to ensure that all are compatible. • he assurance that each entity T will be better off after the merger. Bringing It Together A successful merger takes time and money to put into motion. Six to 12 months is the norm for this process. There must be a demonstrated commitment from all parties. The larger the number of participants, the more complicated the process. You will need a good accountant, lawyer, a business analyst qualified to value professional practices, and, depending on the number of prospective partners, perhaps a facilitator to tie it all together. The process can be quite expensive. Many prospective mergers fail because the participants lack sufficient guidance to plow through and resolve the decisions head-on, or they feel uncertain the end result is worth the up-front costs. Don't be too disappointed or surprised if some of the pending merger partners fall out along the way. Type of Organization Your lawyer will render qualified advice applicable to your particular situation, but there are several ways your combined practice could be organized. The most common is the incorporated or unincorporated partnership. Frequently this is expanded whereby each therapist (assuming that your state will permit it, and most do) forms a professional corporation and that professional corporation becomes the partner. Either way, each partner remains responsible for their individual income tax, outstanding or pending liability claims, and anything connected with the past performance and conduct of an individual practice. An alternate route is to have the senior therapist (the one with the most valuable practice in assets and goodwill) form an incorporated company (if it does not already exist), and have all other participants in the merger contribute their respective equities for shares in this corporation. From there you could form a limited partnership, with the

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