Want to Sell Your Practice Someday? Know These 3 Rules

Nathan Shields • September 8, 2026
Private Practice Owners Club | Paul Martin | Physical Therapy M&A

 

How to Prepare Your Physical Therapy Practice for a Successful Exit

 

What is happening in the physical therapy M&A market right now, and what does it mean for practice owners thinking about selling?

 

In this episode of the Private Practice Owners Club, Nathan Shields sits down with Paul Martin of Martin Healthcare Advisors, who has spent 27 years helping physical therapy practice owners navigate mergers, acquisitions, valuations, and exit strategies.

 

Paul breaks down what is happening in the current M&A market, why buyers are becoming more selective, and why practice owners need to start preparing well before they are ready to sell.

 

They also discuss what actually increases the value of a practice, how EBITDA affects valuation, why clean financials matter, the importance of leadership teams and documented systems, and why owners should think carefully about culture and deal structure before accepting an offer.

 

In this episode, you'll learn:

 

  • What the current physical therapy M&A market looks like
  • Why there may be more sellers than buyers over the next few years
  • How EBITDA and valuation multiples affect your potential sale price
  • Why owners should know the value of their business today
  • How charge capture, schedule management, and provider productivity can increase value
  • Why clean and credible financials matter to acquirers
  • How leadership teams can make a practice more attractive to buyers
  • Why owner-dependent practices can be harder to sell
  • How documented systems reduce dependence on individual employees
  • How long owners may be expected to stay after a transaction
  • Why culture fit should come before structure and price
  • Why structure can matter more than the headline sale price
  • How multiple offers can give sellers more leverage
  • The two questions every owner should answer before preparing for an exit

 

The biggest takeaway: you don't want to wait until you're ready to sell before you start building a valuable business.

 

Know where you are today. Know what you want from a transaction. Then build the roadmap that gets you there.

 

Connect with Paul Martin

 

Learn more about Martin Healthcare Advisors and their work with physical therapy practice owners at martinhealthcareadvisors.com.

 

Paul also hosts The Next Level Owner podcast for physical therapy business owners.

 

Connect with the Private Practice Owners Club

 

Learn more about the Private Practice Owners Club and explore additional resources for growing and improving your practice.


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Listen to the Podcast here

 

Want to Sell Your Practice Someday? Know These 3 Rules

 

A quick heads up for all the audience, if you've been tuning in to the show for a while, you know that it took me at least ten years of grinding in my own clinics before I finally figured out how to scale and sell my 4 practices for 7 figures, and about 3 times the national average. The biggest shift wasn't some secret marketing hack. It was how I thought about profit, systems and my role as the owner. That's exactly what we're going to be working on together with you at the High-Performance Practice Conference in San Antonio, Texas from October 15th-17th.

 

Adam Robin and I are hosting a three-day hands-on event for PT, OT, speech, mental health, peds, pelvic floor, and medical practice owners who want to build clinics that are profitable, scalable, and best of all, don't depend on them 24/7. We’ll dig into simple profit and KPI frameworks, real leadership and culture work and practical systems you can take home and plug in with your team.

 

If you're doing roughly 6 to 7 low figures a year and you want your client to feel more like a real business and less like a job/cage, I'd love to see you there. Frankly, I'd love to see you bring your leadership teams as well because we will have breakout sessions for them, too. You can get all the details and grab your seat at the link. Let's get into our episode.

 

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I'm excited to bring on Paul Martin of Martin Healthcare Advisors, who's been helping private practice owners find partners for the past 27 years. He is a Physical Therapist from a previous decade just like myself, but has been helping owners for a long time in this space. Helping them find exit strategies and improvement in their business and whatnot. After having my show going on for almost 8 or 9 years now, I'm excited to bring on Paul Martin. Thanks for joining me.

 

It's great to be here and anxious to explore what we're going to talk about here.

 

It's good to have you on because you are directly plugged into the mergers and acquisitions market in the therapy space. You've been doing it for a long time. I have to ask you right off the bat. We're sitting here in August of 2026, and there was a nice hot run on the market for purchasing businesses back when I sold in the late 2010s, early 2020s. Where would you say the market is nowadays? If someone's considering 3 to 5 years from now or maybe in 2026, or something like that, what would you tell them about the current mergers and acquisitions or M&A market?

 

Understanding the Shift in Buyers and Sellers

To understand the current market, we need to go back just a little bit. Maybe not all the way back to 2012 but if you go back to post-COVID and what we saw post-COVID. There were multiples and there were businesses being acquired for higher numbers than we had ever seen in the history of physical therapy. Primarily, that was during COVID. Acquirers were able to get free money. The interest rates were super low, so they were able to pile up a bunch of money. There were a number of deals that got halted during COVID and came back 2021-2022.

 

Those deals got richer and richer, and then new deals happened. Companies that went out and were able to sell their business in 2021, 2022, and even into early 2023, saw a heyday of great pricing, great structures, and great deals. There was a little uncertainty in 2023 going into 24 in terms of interest rates and in terms of the general economy. Things slowed down a tad during that timeframe. What a lot of businesses did is they said, “We're going to streamline and get ready to go out and do a recap.

 

These are the acquirers. They're going to go out of a big company and have another large private equity group, acquire their private equity group. That was the plan. While that was a well-laid plan, what we saw happen in late ‘24, ‘25, and now into ‘26, most of these companies, $50 million to $100 million of EBITDA, have come back empty-handed. Claiming that the multiples they were getting were the same as if they had $3 million of EBITDA. The big end of the market has been squeezed.

 

What a lot of these companies are doing is they're going back to acquiring businesses. Streamlining their operations. Looking for another time where the big markets will open up once again. During this time, we're predicting over the next two years, there's going to be more sellers than there will be buyers because all those companies that missed that ‘21, ‘22, ‘23, operating ‘23, ‘24, ‘25 were fairly difficult. There’s lots of issues with staffing, payers tightening down and lots of challenges. A lot of companies are saying, “We missed it then. We're not going to miss it now.”

 

Companies with under $10 million of EBITDA are selling. They're transacting. There are acquirers. There are some new acquirers in the market. Again, the companies that went out couldn't recap. They're back acquiring. Whenever you have a market where sellers are rapidly coming into the market faster than buyers, buyers are becoming more selective. There's 25 plus acquirers backed by private equity, only one public now, that's USPT, but all the rest are still in the market, still acquiring, but with lots of sellers. It's a time where you need to stand out if you want to get the attention and get to the top of these acquirers.


The PT M&A market is shifting fast. Buyers are getting picky, so preparing your practice early is mandatory.

 

They're not getting the deals that they were even a few years ago comparatively.

 

It's interesting. It’s not like ‘21 and ‘22, but the deals are still good. I don't name any of these companies, but one of the big companies said, “A company with $3 million of EBITDA will get a ten multiple. A company with $50 million of EBITDA will also get a ten multiple.” We have companies with $500,000 of EBITDA. They're getting sixes. You get up to a million. Probably get $7 million or $8 million or $3 million, or probably $10 million. It all depends on the specifics of the companies. Multiples and deal structures in companies, let's call it $10 million and less, stay fairly strong as long as you're prepared, as long as you're truly ready for the market.

 

You've done this for decades now. If someone comes and you say, “I want to sell.” What is your first question?

 

My first question is, why? Is it personal? Is it potentially a fire sale and I can't take this anymore? You always want to understand a business owner's reason on why they want to sell their business. We can back into, what's the value? Are you leaving a whole lot on the table? Is there opportunity in the short term to gain more value? Simply, are you prepared? Are you ready?

 

I would assume somewhere in there you're asking, “How soon are you expecting to get this done?” That changes the dynamics a ton, I'm assuming.

 

It does. Typically, for us, we'll take what we call an outside-in assessment. It's the tool that we use to diagnose for a business and a business owner. How prepared is your company for the current market? We look at that company through the eyes of the acquirers in today's market, put a value on that business in today's market, and again, explore with that owner's timing.

 

Are there things or are there levers? These are a lot of the things that you guys do. Are there levers that you could pull to improve the value of your business in the short term or maybe even long term? It could be 12 or 18 months before these companies are preparing their businesses for the market and they don't want to leave millions of dollars on the table.

 

I was going to ask that same question. If someone comes to you and maybe they're just kicking the tires. Maybe they're in their late 50s, early 60s, or mid-50s, you name it. They're like, “I'm tired. I want to see what the potential is. It would be great if there was the potentiality for interest rates to decrease here in the short term.” That doesn't look like it's going to happen because there'd be more free flowing money.

 

On the average, outside of personal circumstances where it has to be a fire sale, how are you coaching these people? What expectations are you laying out for them? Typically, we're going to take your information and give you more specifics, but you need to give yourself this much runway to optimize the business based on what we see.

 

That's a smart owner that comes to somebody and says, “I'm starting to think about this. I don't want to do this forever. It could be 1 year, 3 years, or 5 years, depending upon what's out there. I want to make sure that I'm ready.” That's somebody who is a really bright owner who is doing the right things. It's very different from business to business to business. Some owners have been thinking and talking about this and have been preparing for this moment for decades.

 

Other owners, as you said, are like, “I'm just starting to think about this. I don't know if I'm ready or what the market is out there but what do I need to know in order to make a good decision on whether I transact or I keep the company longer or I wait and get more valuable, then I transact?” There's internal things with them and their business, but there's also external. Depending upon their market. Are there businesses in the industry that will acquire that business and partner with that business depending upon their market?

 

You brought up 12 to 18 months. Is that a typical amount of time for someone to optimize their business for sale? Ideally, if someone's thinking about the value and the sale price of their company from the beginning, if you will. If they want to optimize the profitability and the value of the company, that's a high-level goal that they've always got top of mind.


Private Practice Owners Club | Paul Martin | Physical Therapy M&A

 

That we're all going to have to exit at some time. Be in a power position when you do so and not at the time of a potential fire sale. If you said, “The average owner comes to us.” Do you usually give them about 12 to 18 months to optimize things? It could be worse, but would you say the 3 to 5 year time range is a good time to start focusing? How long does that take?

 

It is. I sold my business back in 1997 and we started seriously preparing in 1993 for that event. You have to work backwards. If you start with the transaction process. When I say, “This business is ready to go to market.” When that business goes to market, it is typically 6 to 8 months to bring all the acquirers and go through a process. From where you are today to a value that will be meaningful enough for you to want to go to the market.

 

We have to look at where that is. Let's say it is $500,000 of EBITDA but to the value they want, they want to get to a million dollars of EBITDA. There are three things that can get them there. There's charge capture, schedule management, potentially hiring more therapists and making a therapist more busy working on some other metrics that will drive that bottom line. We can look and say, “Those 3 to 4 things that you're going to do in order to get those up and running.”

 

Having enough time to prove it is going to take 6 months or 3 months or as you just said, it's going to take 12 to 18 months plus the 6 to 8 months. Now, you're on a two year. It all depends on what within that business gets that business owner to a place where they're going to be willing to transact. They're going to be willing to go in the market and get enough in that deal that it's going to make sense to them.

 

Calculating True Practice Valuation and EBITDA

I can see you're coming from a different perspective. That is more like, what do you want to get out of this business? That's a higher level of question that the owner needs to understand for themselves. When we say EBITDA for those who don't know, that is an acronym for earnings before interest, taxes, depreciation and amortization. It could be similar to net profit. It’s close to your net profits. They say, “I want to get $2 million out of this practice,” and then you do the valuation. You're like, “you're not going to get more than $1.2 million,” based on today's market.

 

That now determines you have to figure out which levers you have to pull to and that's where you do the analyses. If you do this, that, and the other thing, this is how you could get to $2 million. Now it's up to you to pull those levers and however fast you pull those levers and get things moving, can get that valuation to $2 million. Not just you hit the $2 million mark, ring the bell. I'm sure the acquirers want to see a history of something that's along the lines of $2 million in EBITDA for a trailing 6 to 12 months.

 

You can show those changes. As you go through a process, you're building some more months. You don't necessarily have to wait the full year. From that owner, what are your goals? What is it going to take to be meaningful enough for you to want to do this, versus continuing to keep the company? The net profits bring up something that I wanted to throw in there. Many times, the way in which people distribute money to owners, the way in which they may treat their interest in their taxes and depreciation, most companies don't have a good handle on what is their true EBITDA in this market.

 

I'm always careful with some main street business brokers and such. They're going to want to throw all the adjustments in there. Acquirers immediately will lose trust and look the other way. Companies need to know what that EBITDA is and update it on a monthly basis, see that trailing twelve and what that is. They're then in touch with, “How do we make changes to that?” Once they start seeing those changes, they get real excited. We've had owners get to that $2 million and say, “Let's keep going. Let's get to $3 million.”

 

Exactly. There you go. As long as they have some objective reality. Is it enough for owners to trust their CPAs to give them that EBITDA number?

 

Potentially. When you get to the adjustments and if a CPA does not understand what a physical therapy acquirer is going to accept in terms of those adjustments. There are different ways to get to that EBITDA and it's those adjustments that throw the wrinkle into it. Typically, it's someone who has been involved in transactions in this industry that are going to be able to drive that for you.

 

Those adjustments go to the bottom line and can inflate the profits and sometimes appropriately. You're saying there might be some adjustments that inflate the profits that the acquirers are like, “I don't know if you can count those adjustments.” Is that what you're saying?

 

When you start having the adjustments are twice as much as the net profit, and the large majority of those adjustments are personal in nature. You're building a big mountain of problems because you're going to have to explain each one of those and why they're not going to continue on with the business going forward. At a certain point in time, it does not become worth getting that tax advantage. You want to clean up those books and get them clean and clear.


Want a higher practice valuation? Build a strong middle management team so your clinic doesn't depend solely on you.

 

You said something important at the beginning or at the front end is that there seem to be more or there will be more sellers than buyers. Either that is the market or that's what you see in the future. How does someone stand out amidst the other sellers to say, “I'm worthy of purchase?” I'm sure there's plenty of buyers that are happy to take on a fire sale and they get it at a cheap price.

 

They implement their policy and procedures and their contracts and whatnot. They can maybe work it up. That's not always enticing, but if it's cheap enough because it is a fire sale, then they'll jump. If someone isn't looking at a fire sale, they're looking to sell 1, 3, 3, or 5 years down the road, how do they stand out versus the “competition?”

 

I will say that most acquirers don't want fire sales. They'd rather have businesses that are operating well. That they can use their continued rate hikes. They can bring up the payer rates and use their resources to drive those companies more so. They don't want to have to fix things. The more prepared, as I said. The simplest of preparation is making sure your finances are in order. That realistically could be, you may have compiled financials. You may have reviewed financials, which is the next level. For companies over a million dollars of EBITDA, we often will recommend having audited financials.

 

That will add a turn, maybe two, and it will make the process much more efficient. Buyers will pay for an efficient process. The financials have to be in order, and that's because when you think about it, they're buying your relationships. They're buying your goodwill, your markets and your relationships within those markets but in the end, they're buying your cash flow. If they can't see a clearly defined cash flow, and all those adjustments are reasonable and within the limits of what they will accept. It becomes a challenge for them, and they will sometimes walk away.

 

I'm assuming it would be more enticing that there's an owner who has a clinic that is relatively independently operating from them. By that, I mean the owner isn't treating a significant amount of the time. Maybe they've got leadership teams in place that are running systems and there's not a lot of heavy handedness on the part of the owner. I'm assuming those are pretty valuable.

 

Building Middle Management to Boost Market Value 

The value comes in when you have an owner, CEO, whatever you want to call, and you have clinics and clinic directors down here. In the middle of that, you have a leadership group that is often director of marketing, director of administration, possibly a chief operating officer, or director of operations among that.

 

Those people aligned and went into the market all aligned. There's ways to give those folks interest in a new company. They can roll some equity forward. When you have that, it significantly adds to your value and sets you apart from other platforms as well as other businesses. That's one of the things that I would say will add to your value. That's one of the key values added, is that middle layer of leadership.

 

There's going to be a lot of people reading who maybe have a singular clinic or maybe two. Even in those two clinics, maybe there's 1 or 2 providers. Are buyers looking for smaller clinics like that? Are they not as excited? What's the market for smaller clinics like that? How can they stand out? Do they need to grow to 3 and 5 clinics and have a middle layer of management? Do they have an opportunity for a successful exit as well?

 

We work with a lot of single clinics, 2 or 3 clinic businesses, and smaller businesses. We like to call them locally focused. Not smaller. For businesses like that, it comes down to the same dynamics. A single site or a two-clinic business that has zero bottom line is going to be very hard to transact. If those companies are running with systems, if those clinics are being led by not just the owner, but if the owner takes a couple of Fridays off, things go well. If the owner is willing to stay in a smaller business like that, it's essential, especially if they have not handled it.

 

Most owners in single site, dual clinics have not handed the keys to somebody else. The same, if there's EBITDA, if there's a margin. If they can see growth going into the future, we call those opportunities add-ons or tuck-ins. We create a map and we show those businesses where the larger businesses are. Many times, they don't know because they haven't changed the name. They're like, “That's a USPT. I didn't know that, or that's confusing.”

 

There's lots of opportunities for those businesses that are run well and the owner needs to know the business. They need to know their operating metrics. They need to know how their EMR and revenue cycle management happens because they're going to be looked at in the future to continue to run and manage those businesses with resources now, but with additional resources.

 

Navigating Post-Transaction Owner Commitments

Educate the audience a little bit. I understand it because having gone through it, but for those owners who are looking to sell. They might be imagining a dream scenario where they sell their practice and step away immediately, or maybe take a month or two and hand things over. Be realistic with us. Are they usually expecting 6 to 12 months or two years to stay on?


Private Practice Owners Club | Paul Martin | Physical Therapy M&A

 

Typically, 3 to 5 years.

 

They need to build that into the expectation of the sale.

 

They do. Now, are there transactions that owners don't stay 3 to 5 years? There are, but owners that want to cut and run, that's in the past. That's very difficult to do. Now, you have somebody who has been your right-hand man. They're a therapist or a leader. You've gone on long-term vacations. Could you make that transition over a year or two? Absolutely. Most small business owners don't have that person because that person is expensive.

 

While many times, they're great clinicians. They don't know how to run a practice. The owner knows how to run the practice. Where these private equity groups who are backing these companies have seen many of the large acquirers of the past fail, is when they let the owners leave. The next thing you know, a year later, the owner's showing up around the corner. They waited out there and did not compete. It's much more of an owner-driven cycle going into acquirers now than it has ever been in the past.

 

That tells me there's an added importance for owners to have some leadership development programs. I'm assuming that would add value if they have people in the program and are developing into clinic directors and whatnot. They aren't hands-on. As you said, they have to know their metrics. They have to have systems in place. If it's all in the office manager's head or the clinic director's head or the front desk person's head and not on paper or online, then it's not a system. You're people dependent and not system dependent. Buyers can sniff that out pretty quickly, I'm assuming.

 

Implementing Documented Systems to Guarantee Operational Continuity

We call them heroes. The heroes can't have the systems all inside them and know, as you said, nowhere on paper. Nowhere where it's a weekly cycle or it's a monthly cycle. Those small clinics that have those systems built in are still very well sought after, especially if an owner wants to stay and continue to contribute over the long haul.

 

I'm glad you mentioned all this because the owner has to understand the dynamics that are at play. If they are 65 and they're hoping to sell in the next couple of years at 67. They might be expected to stay a few more years and better plan on being there until you're 70.

 

We've seen many owners who come to the table saying, “We've heard it's a bad market out there. The acquirers are mean to the former owners. We don't want any parts of that, so we introduced them to a couple of companies. It’s like, “We never heard of that company. We never thought that they had leaders that were physical therapists.” We've had companies, they sell their business.

 

They say they want to only stay a short time. Ten years later, they're still in that clinic, maybe three days a week. We had an owner once in Maryland. He sold his business to USPT and stayed for ten years. USPT found him a clinic in Florida where he wanted to live. That the owner was leaving. He just took that owner's place and fit right into Florida. His business was fine. He worked with USPT for fifteen years.

 

I want to ask you a quick nuanced question because it came up on our Facebook group a couple months ago because someone was looking to sell. There was a stipulation in the sale contract. These can be written a thousand different ways. I wonder if you've heard this or seen this a lot or if it's been a common thing all along. That is, they said something along the lines of, “If certain people within the organization quit after the sale goes through, then the buyout later on could be diminished. The overall sale price could decrease.” Are you seeing more of that? Is that a common thing? Is that just the negotiating point that they can work out?

 

That sounds a little unusual with people saying if these people leave, the sale price is going to change. Usually, if there's a worry that people are going to leave, want to have some form of an earn out attached to that so that they can prove. These people aren't going to leave. Even if they do leave, we're going to replace them. The business is going to continue to operate at the same levels going into the future. I've never heard if John leaves and Mary leaves, we were going to pay you another $500,000, but now it's only going to be $250,000. It's usually more based on performance.

 

Now, before a closing table, they may say, “In order for this transaction to go through, we need John, we need Mary, and we need them under non-competes,” because they are essential parts of your business that you can't run this business without them. We need to know that they're going to be there at closing and that they're going to be under non-competes.


Planning an exit? Expect acquirers to request a 3-5 year transition period to protect their investment.

 

I would assume that if you're selling your practice, that any buyer is going to request that your providers have a non-compete agreement already built in.

 

Leaders, not typically. Only regular providers in clinics. They tried that for a while and it didn't go well.

 

I understand that. Wrapping it up, getting a little bit more into the weeds. Someone's sitting there and they're like, “I need to get more serious about increasing the value potential of my clinic.” Maybe they're thinking 3 to 5 years down the road. What are some of the boots on the ground stuff that they can start doing in the next couple of days after they read this episode? What are some things that you would recommend that they focus on?

 

I believe that before you create a plan, you have to know where you are now. I would urge them to get a better understanding of where their value is now and what are their goals of what they need to get out of a transaction. Know that depending upon their size, when you look at those goals, there's what you get at closing. A lot of people at cocktail parties and these old mergers and acquisition guys, and I don't mean old in age, but they've been around a long time.

 

What they always tell people is, “You can only count on what you get at closing. Don't let anybody tell you any differently.” In my 27 years, I have never had one client that has not gotten their note. I have had clients that have not gotten their full earnings out. Many, though, I can say within the last five years, I cannot remember one client that has not gotten their full earnings out. In terms of equity that they're rolling forward, in most cases, we see that over a three to five year timeframe, double and sometimes triple.

 

You need to see when you're setting those goals, it’s not just what you're going to get at closing, but somebody has to go through with you what typically happens in a deal to see what you'll ultimately get and are you better off with a large umbrella, acquire with unlimited capital, systems and processes, resources? Are you better off trying to fight this on your own and get there to a point where what you get at closing is what you want out of a deal?

 

There's two things you get out of a deal. What do you get out of the beginning of the deal and what you get out at the end of the deal in most transactions that are happening in this industry. A business owner has to take a look at that. That's the first thing I would have them do is, what's my value, what are my goals and how do I get to my goal? I have a son and he lives in Santa Monica, California. If I were to say, “I'm headed to California to visit my son.” I don't know if I could do that without a map.

 

It's a long way away and there's lots of turns to take. There's lots of things, but I need a map. The plan on how you get to that point where you can say, “Now, my business is ready. I can choose to continue to run it and make it more valuable. Have more cashflow for myself and my family, or I'm at a point where I can choose to take this business into the market and do a transaction.” You got to know where you are and then you have to develop that plan to get to where you want to get. Don't go in a closet and not share that. Your leadership group needs to be aligned with that. Now, do you tell them it's about a transaction at certain times?

 

No, because many of those folks need to be brought along. At a point in time, you could look to align them. Have them somehow grow into some equity. We have some gross share programs that we've used that these leaders can grow into equity. Now, a transaction is only positive for them because they're rolling their equity into a new, bigger company with more resources. That equity can then grow and grow. It's developing that plan. Those are the two major things that I would tell you to do. Where are you and what do you need to do to get to where your goal is?

 

You don't want to be going to the table as, “This is a weak option for me,” or there is a power imbalance. You want to be the one with the power that says, “My company is running well enough, spitting off enough money. It's essentially an ATM. I could sell it or I don't but maybe I'm kicking the tires to see what people will pay. If they match my number, then we can have some serious negotiations and go forward with some due diligence. If they can't, then I'm fine with where I'm at.” That's the ultimate power play.

 

Creating Seller Leverage Through Multiple Offers

That's leverage. You get that leverage when you're at a point where you don't need to sell your company. You also get that leverage when you do go into the market and you have more than one offer. It's difficult when you have one offer to then have any leverage with that acquirer versus, “I have five indications of interest here. Let's put them. This is the highest. This is the next, and let's analyze these.” That's when you have leverage as a seller.

 

You need to consider that part of your responsibility as the owner because I said, you're going to exit sometime. Is it on your terms or not?


Private Practice Owners Club | Paul Martin | Physical Therapy M&A

 

Don't always have it be just the company that called you.

 

Before we sold our clinics, we had 3 or 4 offers before we finally landed on the one.

 

You did it right.

 

The question was always, what does our life look like after this sale? Did we sell just so we can become well-paid clinic directors 40 hours a week again? That's not how we got into business. Those are some of the conversations that we literally had when these offers were presented to us. We also understood that it wasn't the final sale price number that we had to look at. We had a mentor that was smart enough to tell us, “It's not about the number. It's about the terms. The terms make all the difference.”

 

You could get $10,000 a year for the next hundred years, or you could get a million dollars upfront. The sale price is the same, but the terms make a huge difference as to whether or not you want to sell at that time or not. We were able to focus a little bit more on the terms and what our life looked like afterwards. That made it easier for us to say yes or no, because I'm assuming you see it quite a bit. There's plenty of buyers that are reaching out to potential sellers.

 

They're doing what they should be doing.

 

Owner friends of mine are getting hit up a couple times a month with opportunities. They need to be smart about it.

 

Prioritizing Cultural Match Over Headline Sale Price

You bring up a good point where structure is more important than price. I 100% agree. Before structure, we always say culture. If there's a culture match and a culture fit, the only way to understand that is to get in front of somebody in person and have those real difficult discussions. Ask those hard questions. The culture matches first, then structure. Tom Carden, who works as our managing director of M&A. He always says, “There's 25 different flavors of ice cream out there in this market. Every company brings a little bit of a unique structure. That structure is so important.”

 

What will work for you, Nathan, won't work for me and won't work for somebody else. It's important to do the full array of structures and then price. You have a company that's paying ten multiples. This one's paying a five. The structure is going to be pretty hard to beat with a five compared to the ten, but price always comes third.

 

I did have a friend who sold. He was excited about the potentiality of it and what this new acquirer could do for him. It took maybe 6 to 8 eight months before he split from them and it's inevitable. You have to expect there are going to be changes. Not knowing the details of his situation, I can't speak to what went wrong.

 

I know a significant number of changes came into play, which led to a number of his people on the team leaving and him having to figure that out. He had discrepancies with the acquiring company. When you're talking about culture, you've got to expect some things are going to change, but I call it value alignment. If you guys can be on a shared values basis, then maybe that culture meld can work well for each other.

 

If values are a part of your culture, you have to have that value alignment. As you said, it's not uncommon. We did podcasts and we brought on ten large company CEOs acquirers. We all asked them the exact same question, what's the biggest lie that acquirers will tell sellers? The number one thing they all said is, “Nothing is going to change.” It is going to change.


Leverage comes from options. Secure multiple buyer offers so you never negotiate from a place of weakness.

If you have not built a culture of change, you could be in for, and if the limits of what your culture is going to, you got to test it out before. You can only test so far. Sometimes you test and test. Maybe you did make the right and things can happen. Typically, when you've talked to ten, you've worked it down to five and you've got it into three and you've chosen one. That's at least your best opportunity that there's going to be that culture match.

 

We've covered a ton of stuff and I thank you for sharing and also sharing your time and wisdom. Is there anything you want to end with as we wrap things up?

 

More than anything, a lot of folks will say out there, “This market is uncertain. We don't know where this market is going. We don't know what's going to happen.” What we're saying is that there is a market out there, and there are acquirers that are coming to processes, are bidding for companies and are doing good jobs post-transaction, and integration. The only time you can sell your company is when there are buyers.

 

We had a company. They said, “We're thinking maybe we would go into 28 because if we can sell the business in January, we're going to save taxes.” I said, “Please, do not pick your destiny for a $5 million transaction purely on you're going to save $25,000 to $30,000 of taxes.” The market is there and there are acquirers. You don't want to be at the negotiating table and not prepared. You want to start preparing.

 

You mentioned some podcast episodes. What's the name of your podcast?

 

It is The NEXT LEVEL Owner. We have it on YouTube. I have reached my 300th episode, so I don't know if that makes me old or it means I have some experience here. We've done lots of episodes. I love doing it. I love doing stuff like this. When we can get in front of physical therapy business owners, we jump in front of them.

 

That's so cool. How can they find you?

 

It's very easy. The name of the company, MartinHealthcareAdvisors.com.

 

Everyone can see you at PPS. You're there every year. You're going to be holding a session there at PPS, so they can look out for that as well and get in touch with you.

 

Myself and Steve Stalser are going to be doing that. I'll also be at TherapyCon.

 

Unfortunately, our audience won't be there that quickly, but they ought to look out for you at PPS and check out the show for sure. Thanks for taking your time, Paul. I appreciate it.

 

Great talking to you, Nathan.

 

 

Important Links

 

About Paul Martin

Private Practice Owners Club | Paul Martin | Physical Therapy M&A

In 1989, one year after earning his MPT in Physical Therapy, Paul Martin and two partners founded their own outpatient rehab company. Over the next few years they grew the firm to 21 clinics and sold it to a large acquirer. In 2000 Paul founded Martin Healthcare Advisors to help other rehab owners achieve similar success by growing and selling their businesses. In 2009 Tom Carden, a seasoned healthcare investment banker, joined the firm to lead the Mergers & Acquisitions practice.

 

Martin Healthcare Advisors has done more than 100 deals representing over 400 clinics and a total payout to owners of over $500 million.

 

Today more rehab owners trust us with their transaction because we:

 

  • Increase their value substantially pre-sale
  • Guarantee personal introductions to the top acquiring CEO’s
  • Ensure the best deal possible by focusing on what acquirer's value most – right now.

 

No one does more rehab deals than Martin.

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