Category: Articles About Embezzlement

Our CEO once said that embezzlers will happily fill gaps in a practice’s policies to their advantage.  So what are these policies, and how do embezzlers exploit them?

We hear concerns expressed by many dentists who are aware that their policies are underdeveloped and don’t know how to fix the problem.

Let’s collectively take a closer look at policies needed in a dental practice and how they can protect you.

Organizations have policies for a simple reason; they want people to be treated consistently and predictably.  Airlines want their flights to stay on schedule, and Walmart wants two people in the checkout line with the same item to pay the same amount. 

Often policies target how customers are treated, but sometimes the focus is ensuring that employees are handled fairly and consistently. Many organizational policies exist to protect an organization’s financial well-being and ensure that its records have integrity.

So, how do these apply to your dental practice?  Your basic objective is no different than any other organization; you want to treat your “customers” fairly, have happy employees, and earn a profit while doing so.  And having a clearly articulated set of policies will bring you far closer to this goal than the alternative, which approaches anarchy.

Continuing with this framework, your policies need to cover several aspects of your practice:

Operations – this area covers everything needed to deliver high-quality dentistry once a patient is in the dental chair.  This realm is everything from sterilization procedures to your preferred tray setup for endo procedures to how someone calling the practice with a dental emergency is accommodated.

Customer service – this policy set covers all interactions with your patients.  How is the phone answered?  What is the time sequence for confirming a patient’s attendance at an upcoming appointment?  What steps are taken to get a patient’s pending treatment appointed? These policies are often the ones that receive the least attention from the doctor and yet are the most discernable to a patient.

HR – of the four areas listed, this is the one where practices tend to have the most developed policies.  Probably this is because having an employee manual is an externally mandated requirement.  However, while many practices have a handbook designed to defend the dentist against certain legal issues, we often find there to be significant deficiencies.  For example, we see many practices where the amount that each employee is supposed to be paid is not documented anywhere.  This can present a significant challenge when employees cause themselves to be overpaid because proving payroll embezzlement normally requires first being able to determine the suspected employee’s correct compensation.  If your entire documentation of an employee’s entitlement is a contract that was signed five years ago, with the employee having received three raises since then, proving correct compensation is probably an uphill battle.

Detailed job descriptions and regular and documented performance reviews are also important if termination or other job action is to be taken against an underperforming or dishonest employee.  Many practices rely on the “employment at will” laws in their jurisdiction to bail them out of situations caused by haphazard HR policies.  Regretfully, some practices have learned the hard way about the danger posed by this approach.

Financial integrity – if we were assigning letter grades to the four areas, this is the one where most practices would receive their lowest grade.  Most dentists feel that their education and experience have not given them sufficient background to understand what needs to be done here. Many abdicate the development and implementation of policy to their office manager.  While it is fine for an office manager to propose policies and to ensure that staff members follow them, the practice owner’s role in this process should never be surrendered.

Here are some of the areas you need to think about:

• Separation of functions.  No employee should receive, record, deposit, and reconcile money coming into the practice.  In a bigger practice, this can be accomplished by assigning different employees to each of these functions.  In a small practice, accomplishing division may require the practice owner or spouse to perform one or more of these steps personally.
• Oversight.  Every employee with financial responsibilities, including the office manager, requires oversight.  Some of the supervision of the office manager can be outsourced; for example, an external bookkeeper can perform an independent monthly calculation to ensure that collections according to practice management software agree with bank deposits and that the total of daily reports from practice management software articulates with monthly reporting (which confirms that there was no after-hours activity that was not captured on the reports provided to the practice owner. 
• Software Controls.  Practice management software contains plenty of safeguards, many of which are promptly undermined by dental practices.  For example, we see many practices where there is a single login id that is used by everyone.  This compromises accountability and means that everyone in the practice has administrator privileges, which is never a good idea. 

Administrator powers in software should normally be limited to the practice owner in solo practices and possibly granted to an office manager in multi-doctor practices. 

The treatment of “adjustments” in software is often poorly controlled, both in terms of who is empowered to make adjustments and how adjustments are categorized in software.  We frequently see a catch-all like “miscellaneous adjustment” used to capture the majority of adjustments made in a practice, where it is vastly preferable to have specific adjustment categories for each category of adjustment (e.g., each PPO and each category of “courtesy” adjustments) and to make use of a miscellaneous category a rarity and required to be supported by explanatory notes.

• Internal audit.  One thing that cannot be delegated is the daily review of transactions.  Each provider (dentist and hygienist) should review the report showing their work and sign the report as an attestation of its accuracy.  In addition to reviewing their personal production, a practice owner should generate a practice-wide report showing at least payments, adjustments, deletions, and modifications and personally review that report.

Policy deficits can take two forms.  Some practices function without rules (the “anarchy” that we referred to earlier.  Others have policies, except that they are not properly documented. 

Not committing your policies to writing exposes you to a couple of dangers.  First, undocumented policies tend to drift over time, with the shift invariably being towards what is easier for staff, as opposed to what is desired by the practice owner and what will produce the best outcomes.  Furthermore, such slippage normally takes place without the practice owner being aware that it is happening.

 The other danger from undocumented policies is that they are vulnerable to staffing changes.  We have seen many practices where the owner suddenly realized the perishable nature of their operations when the office manager was caught stealing, and much of the practice’s institutional knowledge suddenly vanished.

If you are reading this and are suddenly aware of the magnitude of your deficit in this area, don’t despair.  We are able to help you close much of the vacuum you are perceiving.  Our Office Protection System involves an experienced specialist from Prosperident working with you to identify and address your policy weaknesses and to lessen your vulnerabilities. We would love to help!

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Some insurance companies make payments to practices by creating a virtual credit card with a credit balance and then providing the card number. The practice can then enter the credit card number into their merchant terminal and receive payment.

Many dentists have reported that this arrangement was put in place without their consent and that opting out was not presented to them as an option.[1] Insurance companies favor this arrangement because it is more efficient for them than issuing checks or arranging ACH payments.

There are several disadvantages to allowing an insurance company to pay you in this way. First, when you process the payment through your merchant terminal, it is treated like any other credit card payment, and a processing fee of a couple of percentage points gets applied. This cost can be particularly galling in a PPO arrangement where you are already receiving reduced fees. While most dentists will swallow merchant account fees to provide added convenience to patients making payments, I’m not sure that paying these fees for a huge insurance company’s convenience has the same appeal.

Second, many front desk staff struggle with how to enter this type of payment correctly into practice management software. Is it a credit card payment or an insurance payment? Unless a practice has a clear policy (and perhaps a separate payment code for these payments), it is entirely possible that different staff members in the same practice will take different approaches to recording these payments, causing a distortion in financial reporting.

And finally, there are many possibilities for a larcenous staff member to abuse this payment system.  Use of these cards is not limited to a specific merchant terminal, so it doesn’t take much imagination to conjure up abuse.

Even though individual insurance companies may not present this as an option, most states have passed laws preventing insurance companies from forcing you to accept payment via stored-value credit cards. If you are currently receiving payment in this manner, contact the insurance companies involved and opt out.

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[1] See a discussion of one dentist’s experience at Dentists can opt out of credit card reimbursement from third-party payers, ADA News, October 2018, https://www.ada.org/en/publications/ada-news/2018-archive/october/dentists-can-opt-out-of-credit-card-reimbursement-from-third-party-payers

That is an excellent question.

Embezzlement protection involves a few big steps and a lot of small items.  For this post, let’s address the big items.

They are proper hiring, financial monitoring, and creating a climate where an employee with suspicions about a co-worker will feel comfortable coming forward.

Hiring

Most dentists know far less about the people they hire than they should. When we say the words “background check” to many dentists, what they hear is the need to check whether someone has a criminal record.  With 70 million Americans having criminal convictions, criminal records are part, but by no means all, of what should be checked.  The most important investigative step, and often skipped, is the need to speak with former employers.  The best predictor of what kind of employee you will have is how this person performed as an employee in the past. 

There are many other good sources of information, such as doing a drug test and examining how someone conducts themselves on social media.

Here is a link to a webinar where we discuss the proper screening before hiring — https://www.prosperident.com/prosperident-power-hour-april-22-2020-forensic-hiring/

Financial Monitoring

The second component is the financial monitoring of your practice.  We see far too many “I’m a clinician only” dentists who completely abdicate their finances to staff with no oversight whatsoever.  If you leave your finances in the hands of staff without supervision, you will probably be embezzled sooner or later.

At an absolute minimum, the following should be done:

• A daily review of transactions in your practice management software to look for errors and suspicious entries.
• A monthly confirmation that the amount that should have been deposited in your bank account according to your practice management software actually was deposited.  The good news is that, unlike the daily review of transactions, this step can be comfortably outsourced to an external bookkeeper.
• A monthly confirmation that the total revenue, collections, and adjustments from all of the day-end reports you have received equals the totals for the same items from a month-end summary report from your software.  This task can also be outsourced, or we have a spreadsheet that you can use to do the math for you and make this a quick and easy process.
• A monthly review of your receivables and insurance claims that have been sent but not paid by insurance to look for unfavorable trends and other anomalies.  This activity should not be delegated.

Here is a webinar that talks about how to oversee your practice’s finances — https://www.prosperident.com/prosperident-power-hour-may-6-reconcile-or-reckless-you-choose/.

Encouraging Employees

The third component is to create a climate where, if a staff member thinks that a co-worker is up to something, that staff member feels comfortable approaching you with his or her concerns.  Staff in dental practices are far less likely to express their concerns than people in other businesses.  Having a well-thought-out policy that is communicated to employees through their employee handbook is a good way to provide comfort to staff who are wrestling with whether to approach you on their suspicions.

This monitoring doesn’t need to be an arduous process.  Five to ten minutes per day and an hour once per month are enough time to do this if some outsourcing assistance is used.

We assist many practice owners with setting up systems that allow them to be in control of their practices’ finances.  Please give us a call if you would like to discuss how we can help.

We have noticed an interesting phenomenon in dentistry. When you look at all types of business in aggregate, “whistleblowers” are responsible for detecting 43% of embezzlement. However, when you narrow the focus to just dentistry, the number drops dramatically to under 10%.

One possibility is that other staff members are unaware that one of their colleagues is up to something. Our (admittedly non-scientific) experience suggests that this is often not the case. The more common reason that staff with concerns do not express those concerns is that they do not feel comfortable doing so.

Clearly, there is a significant opportunity to catch embezzlement more quickly than you otherwise would if the barriers preventing concerned staff members from approaching the owner of their practice were removed.

What are these barriers? There are probably several risks that someone perceives about bringing concerns forward:

• Compared with many of the businesses contributing to the global 43% number (this comes from studies done by the Association of Certified Fraud Examiners), dental practices are small workplaces. Having few co-workers creates the logical fear that the whistleblower will be easy for the thief to identify.
• They often aren’t sure how receptive the practice owner will be to the possibility that something improper is happening. Particularly when the person suspected is the office manager, any prospective whistleblower must force the practice owner to choose between the whistleblower and a potentially long-term, valued employee.
• What if I am wrong? Most people trying to decide whether to come forward in this situation are plagued with doubts and insecurity about the meaning of what they see often produces hesitation.
• Misplaced loyalty. Often staff members feel loyalty to each other, and that loyalty is often stronger than the allegiance that some staff members have to the practice owner. We have also noticed that in many cases where embezzlement is taking place, the embezzler dribbles some largesse on other staff. This beneficence could include hours paid beyond what these employees actually work or other benefits beyond what the practice owner authorized. This kind of action tends to cement the staff member’s primary loyalty to his or her colleague.

What can be done to enhance the likelihood that a staff member with concerns will come forward? Many practice owners have given some thought to how they would respond if approached by a team member with concerns. Unfortunately, this thought process takes place inside the practice owner’s head. It is not discernable to an employee who is agonizing about bringing their suspicions to the practice owner.

The way to influence someone wrestling with whether to become a whistleblower is to provide them with assurance that their concerns will be handled properly. Since there is no way to identify someone facing this dilemma, this requires a standing policy on how someone bringing concerns forward will be handled. Normally this policy should be incorporated into a practice’s employee handbook and communicated with all employees.

What are the elements of a successful whistleblower policy? Here are some key commitments the policy should make:

• To listen with an open mind.
• To appreciate the risk someone took to come forward, and not punish a whistleblower, even if their suspicions are not well-founded.
• To vigorously protect their identity. In most cases, the fact that there even is a whistleblower should be kept secret, and if there is “discovery,” it should be attributed to some other factor.
• To investigate thoroughly and impartially. Committing to outside investigators is a great means of ensuring these things.
• If the act of this person coming forward prevents financial loss to the practice, to pay a reward commensurate with the saving. (Offering such a reward is a great way to overcome misplaced loyalty.)

Creating a comfortable and secure environment where someone with information of tremendous value to you is motivated to deliver that information to you can have an immense payoff. We can help by providing our template whistleblower policy to any practice owner on request.

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Editor’s note — this article is an extract from the upcoming second edition of David Harris’ book Dental Embezzlement; The Art of Theft and the Science of Control, expected to be available in 2021.

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A couple of the most frequently asked questions by doctors regarding practice management software are:

• Is there a brand of practice management software that is better at protecting a doctor against embezzlement?
• What is the most secure software?

This question is analogous to asking if one hammer is safer to use than another. All hammers have the potential to be safe if used properly and the potential to cause grievous harm if they are not.

How is Practice Management Software Built?

Let’s start by looking at your software in a way that is slightly different than to what you are accustomed. Your practice management software consists of two parts.  There is a relational database that contains “data tables” containing all the information on your practice.  Data tables include patient master information such as name, address, and phone number, as well as treatment records, receivables balances, and so on.  The database programming languages used are commercial programs made by big companies like Microsoft and Oracle and licensed to the company that makes your practice management software.  The most common database language used in practice management software is SQL, which stands for Structured Query Language.

The second part of practice management software is an interface, or “front end,” that allows you and your staff to interact with the database in an organized and hopefully user-friendly fashion.

Data Integrity

What is sometimes behind this question is fear on the part of the asking dentist that a clever staff member could somehow bypass the front end of the software and directly make edits to the database, or edit the audit trail to erase evidence of wrongdoing. 

I’ll put your mind at ease on this one.  Reading information from the database without using the practice management software’s interface isn’t hard for someone with a computer science background and some database skills.  Extraction of information from databases is something that we do on a regular basis in the course of our investigations.

However, editing the data in the data tables is a much more difficult undertaking. Without dragging you into a lot of detail about database architecture and checksums, I can tell you that doing this is very difficult in any modern practice management software.  The result of someone trying is likely that the next time someone tries to start your software it will report a database error and will require some resuscitation to run. 

I’m not saying that editing your data in some other way than using the interface can’t be done, but this would take someone with PhD-level computer knowledge.

If the Integrity of the Database is Secure, Where Does the Danger Originate?

You’ve heard the saying from gun advocates that “guns don’t kill people; people do.”  I’ll say the same thing here.  Most embezzlement occurs not because of inherent weaknesses in practice management software, but because human practice owners fail to apply sufficient supervision and common sense to their practice management software.

Unfortunately, there is no such thing as embezzlement-proof software. All practice management software is designed with built-in safeguards, but then practice owners neutralize many security features.  There is always an inherent tradeoff between controls and efficiency.

For example, it is possible to set up practice management software so that the practice owner is the only person permitted to authorize credit adjustments to be made to patient accounts. While, in theory, this is safer than allowing staff members to make adjustments without the doctor’s approval, it is operationally cumbersome to have staff continuously interrupting the doctor when transactions need to be authorized. Most offices find the safest options unwieldy and end up deliberately bypassing some of the built-in safety features of their software for the sake of convenience.

Maddeningly, when new practice management software is installed, typically, the default setup disables many of the security features available, and to enable these features requires specific action on the part of the practice. The companies that make the software take this approach for understandable reasons; with unfamiliar practice management software, higher security settings inevitably prompt more calls to the software’s support line. When someone new to a software discovers that something that they are trying to do is blocked, the next step is usually to call the software’s technical support. To reduce user frustration and manage support costs, software companies normally turn off many security features in the default setup.

So let’s start treating our practice management software as the vital repository of data that it is. Having that mindset will offer far more protection than any built-in security feature in your software.

We are featuring some excerpts from the upcoming second edition of David Harris’ book Dental Embezzlement; the Art of Theft and the Science of Control.

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Embezzlement has been around since the beginning of recorded history. The Code of Hammurabi, the law code of the Mesopotamians, is most famous for its “an eye for an eye” provision. Less well known is that the Code also specifically addressed embezzlement, as did the legal code for Ancient Egypt.

The earliest record of embezzlement in a North American dental practice was in 1857 (which, by the way, also involved a murder). When you consider that the world’s first dental college, the Baltimore College of Dental Surgery, admitted its first class in 1840, it didn’t take long for this problem to emerge.

Former Federal Reserve Chairman Alan Greenspan said this about embezzlement:
“Corruption, embezzlement, fraud, these are all characteristics that exist everywhere. It is regrettably the way human nature functions, whether we like it or not… No one has ever eliminated any of that stuff.”
While measurement issues make the answer to the question of prevalence in dentistry somewhat elusive, a comparison of surveys taken of dentists over time shows that the problem is growing.

The most recent broadly-based survey of embezzlement was performed by the American Dental Association’s Center for Dental Practice, which was published in 2019. In this survey, 19,991 dentists were polled, and the astonishing result was that 48.64% of those who responded confirmed that they had been victims of embezzlement.

It didn’t stop there. As can be seen from the graph below, almost half of the dentists who reported being embezzled disclosed that they had been victims more than once, with 9% of respondents confirming that they had been victimized four or more times.

If we multiply the number of dentists in each frequency category by the minimum frequency (i.e., 27% x 1, plus 11% x2, and so on), we can determine that, for every 100 dentists, there have already been at least 91 embezzlements that have taken place.

In comparison, a 2007 American Dental Association survey determined that 35% of the respondents had been victims, so in the 11 years between the two surveys, the percentage of dentists reporting embezzlement increased by more than a third (i.e., 13% of those surveyed). This growth is a significant and alarming trend.

The following is an excerpt from the upcoming second edition of David Harris’ book Dental Embezzlement; the Art of Theft and the Science of Control

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The Narcissistic Sociopath

Like every private investigator, I consider myself an armchair psychologist. From my observation, many Greedy thieves display sociopathic characteristics and also markers of a narcissist. Psychological literature recognizes this combination as a narcissistic sociopath. The accepted traits of an antisocial personality disorder (sociopathy) include:

1. Superficial charm and intelligence.
2. Unreliability.
3. Untruthfulness.
4. Lack of remorse.
5. Inadequately motivated antisocial behavior.
6. Delusions of invincibility.
7. Failure to learn by experience.
8. Failure to follow any life plan.

Some behavioral characteristics of narcissism are:

1. Self-importance. Think they should be your “partner.”
2. Focus on appearance.
3. Exaggerate achievements and abilities.
4. Believe they are of special or high status.
5. Think they can only be understood by similar people.
6. Need for admiration.
7. Sense of entitlement and expects favorable treatment.
8. Lacks empathy.
9. Envious of others or thinks others envy them.

Clearly, there will be some embezzlers who do not fit any profile that we could develop. Still, many of the embezzlers I have encountered, particularly the “serial embezzlers” who have stolen from more than a single practice, fit the narcissistic sociopath category fairly closely.

The Hero, Control Freak, and Sugar Momma

Some common profiles that embezzlers fit are what we describe as the Hero, the Control Freak, and the Sugar Momma.

The Hero looks for a practice that is struggling. This practice is the disorganized office that has a large number of unpaid insurance claims and receivables that are out of control. The Hero claims that they have cleaned up bigger messes before and that they love a challenge. They know too well that you will be feeling so relieved at having found the perfect person to take on the herculean task of getting your office back on track that the last thing that will dawn on you is to call that last office that the Hero supposedly whipped into shape to obtain a job reference. While sometimes the Hero can achieve some short-term success with these problems, they have considerably oversold their experience and abilities. Their true focus is cleaning you out, not up.

I’m sure that you can conjure up a mental picture of the Control Freak. He or she is the person of whom the other staff members are terrified. He or she holds guards their duties jealously and reacts aggressively to what they perceive as an encroachment. This territoriality will often extend to their workspace and “their” computer, and someone else who sits at their desk or touches their computer will likely receive a dose of this person’s wrath. The control freak may combine their tyranny over staff with subservience to you (which one of my team labels the “teacher’s pet”).

At the opposite end of the behavioral spectrum is the Sugar Momma (who, of course, can be of either gender). The Sugar Momma is the person who bestows largesse on other team members. Sometimes it is baking cookies and bringing them into the office; at other times, it is tampering with the pay of one or more employees to pay them for hours beyond what they actually worked or giving them a pay raise that you didn’t approve.

Why do they do this? You may have heard the saying that “you don’t look a gift horse in the bicuspids.” I’m not suggesting that Sugar Momma’s chosen ones are complicit in his or her illicit activities. However, if these staff members have a concern about what Sugar Momma is doing, they are far more likely to go to him or her than to you with that concern.

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Do you have questions about embezzlement in your practice? Please give us a call at 888-398-2327

While most of this website is oriented towards owners of dental practices, we would be remiss if we didn’t address the topic of associate dentists.

Associates can become embezzlement victims in several ways.  First, they can end up being underpaid relative to what they are entitled.  As much as we would prefer to believe that this doesn’t happen, sometimes this results from an avaricious practice owner fiddling with the books to the financial detriment of the associate. 

At other times, it happens because of mistakes being made at the front desk.  For example, if treatment is coded to the wrong provider, this may lower the associate’s pay.  Particularly when a dental office first adds a new associate, a kind of thinking is required from front desk staff that may not have been there before.  In a solo practice where hygienists are salaried, it makes no financial difference whether a recall exam is coded to the dentist or the hygienist.  For this reason, it is understandable that many small offices aren’t used to being careful about certain details.  However, when an associate comes on board, the need for more careful recordkeeping suddenly arises, and sometimes front desk team members and even practice owners fail to realize this.

There is also the possibility that embezzlement is happening at a practice and that one or more associate dentists join with the practice owner in becoming victims.

There is a particular danger when different producers in the same practice are compensated asymmetrically. For example if you are paid based on fees collected and another associate working beside you is paid based on productivity, the assymetry creates an opportunity for an enterprising embezzler.

And finally, buying all or part of a practice where a staff member is stealing can provide a buyer with a difficult and unforeseen introduction to practice ownership, when you suddenly realize that you need to pay for and invest time in cleaning up a mess left by your predecessor.

Information that should be provided to an associate

1.  On making an agreement to become an associate, ensure that the agreement provides sufficient access to practice information to ensure that your compensation is being properly determined.  Information sharing is always a touchy subject for a practice owner, who can understandably be expected to give you information that may have commercial value if you establish your own practice nearby or take an associate position with a competitor.  However, you need to be firm in insisting that you need sufficient access to the practice management software to confirm that your compensation is being determined properly.

Normally, the compensation formula for an associate is based on one of two measurements: production or collections. 

If your pay is calculated on production, you require day-end reports from the practice management software that show both your gross production and any adjustments. 

If your pay is calculated based on collections, you need this production report plus the collections report showing who paid and how much.  You also need a monthly receivables listing that shows all amounts owing for work performed by you.  This report should be “aged” – in other words, it should show how old the amounts owing are, as well as the report showing open insurance claims for your work.  Your agreement should also provide you with access to the “ledger” for each patient for which you have a balance.  The ledger is a summary of individual transactions on a patient’s account.

We stress that your right to access this information should be enshrined in your associate agreement. If that isn’t done, you will be in a difficult position later if you think you are being underpaid because you will not have access to the information to determine if this is true.

2. Review the production, adjustments, and collections, if paid on collections, daily.  Look at the receivables monthly, and compare them to the receivables listing you received the previous month.  Some questions to ask yourself when reviewing this information:

In all situations:

• Did all patients seen today show up on the production report? 
• Were the procedures performed today accurately recorded in the production report?
• Do you understand and agree with all adjustments against production given to the patients you saw today?

If paid based on collections:

• Did the front desk collect co-pays in accordance with office policy from patients who were in today?
• What efforts are being taken to collect on balances for your work that is overdue?  Are there any patients you should call yourself?  Should any patients be sent to a collection agency?  If you think collection efforts on your patients are inadequate, you may wish to discuss this with the practice owner.
• If insurance claims have been rejected, have they been resubmitted with whatever extra information is needed?
• Are patients with significant balances being reappointed with you?  If yes, why?
• Do balances age properly?  In other words, if an amount was 30 days past due a month ago, and it hasn’t been paid, it should now show up in the 60 days past due column.
• Is the change in receivables for your work reflected in your pay?  If receivables decreased by $15,000 this month, I should receive ($15,000 plus collections for this month’s work) x payment percentage.
• Are payments from patients on whom multiple providers worked being applied to the correct provider?  A symptom that this is not being done is when patients have “double balances”.  This phenomenon means that a patient has a debit (i.e., positive) balance with one provider and a credit (negative) balance with another provider.

When buying a practice

Many new practice owners have had an unfortunate awakening when they realize that the practice that they just purchased has an embezzlement issue.  A second shock ensues when the new practice owner realizes that the people he or she thought were protecting him or her from this eventuality have no responsibility. The new owner is left to their own devices to deal with the mess.

Obviously, a dangerous scenario for buying a practice with active embezzlement is when the buyer is unfamiliar with the practice, but it also happens when the new owner has been with the practice for some time as an associate.  In many cases, when embezzlement comes to light after a purchase, we expect that the former owner was unaware that stealing was happening.  Unfortunately, there are also situations where the former owner knew or suspected that embezzlement was taking place but didn’t share that knowledge because he or she wanted the sale to you to go through and thought that you might have been scared away if he or she told you what they knew or suspected.

The other scenario that afflicts buyers is that inaccurate information is provided about the purchase – revenue, number of active patients, number of new patients per month, etc.  Sometimes this is accidental, and at other times it is a deliberate action of the selling dentist looking to extract every possible dollar from the sale.  Sadly, in a typical year, we look at dozens of situations where the buyer of a practice retains us to work with their attorneys to determine if the seller has overstated attributes of the practice.

How to protect yourself when buying

Here are some considerations and steps to take when buying:

1.  The people who assist you should have specialized dental expertise.  Most of us have friends who are lawyers and accountants, and it is often tempting to use them to represent you in a purchase.  No matter how well-intended these people are and how reasonable their fees may be, there is no substitute for dental-specific expertise when protecting you.  A purchase agreement specifically designed for dental transactions will give you better protection than a generic agreement also used to sell car dealerships.  While most embezzlement could not be spotted by a CPA doing a pre-purchase financial review, a dental CPA certainly has a better chance to see that something is amiss than a non-dental one.
2. The broker doesn’t work for you.  Normally a broker is hired by and compensated by the seller.  The broker normally takes information provided by the seller and uses it to determine a price and provide you with an information package.  Brokers normally stamp a big disclaimer across all of their information, indicating that they have not verified or audited it in any way.  So, if the broker is fed incorrect information by the seller, either deliberately or inadvertently, the broker will quickly point to this disclaimer when challenged.
3. Do a chart audit.  It amazes me how often this step is not done.  As well as helping you plan what you are going to do with the resource you just purchased, chart audits can help you spot where the information you have been provided does not make sense, such as when the practice where 4,000 active patients are claimed, but there is only a single hygienist.
4. Review information in the practice management software.  You may want to enlist the help of a consultant or software trainer for this. 
5. Interview the staff.  These interviews are often a sensitive area because the selling dentist may not want it publicly known that he or she is selling and certainly does not want to get their staff stirred up if a purchase falls through.  The way to make this palatable to a seller is to make it a “condition precedent”.  This concern means that buyer and seller have agreed that interviews will occur, but it only happens after there is a signed agreement in place.  We can’t promise you that this process will allow you to spot an embezzler, but it may help you spot future problem employees.
6. Be alert for “non-replicable” revenue.  Sometimes this comes from a special skill that the selling dentist possesses (such as treating temporomandibular disorders or sleep apnea) that you will not be able to replicate, it may be from his or her ability to charge above-market fees for certain procedures, and at other times it may even be from some non-clinical business activity carried on by the dentist, such as speaking fees he or she earns, or even revenue from some kind of multi-level marketing.  If the broker has failed to segregate this revenue, you may end up paying for revenue you can’t possibly benefit from.  A comparison between revenue according to practice management software and revenue from accountant-prepared financial statements may give some indication of this, as will looking at revenue by procedure code from the practice management software.
7. Have a holdback for part of the purchase price.  Deferring the payment of some portion of the purchase price provides some incentive for the seller to behave properly.  Often the final accounting for a purchase cannot be concluded in real time and needs some time to be finalized.  Also, negative information sometimes emerges after the purchase is concluded, and if the seller has already received the full purchase price, the buyer’s position is much weaker than if part of the purchase price can be “frozen” until the dispute is resolved.  This holdback is particularly important when the seller has agreed not to compete within a certain radius.  As long as escrow funds are still being held, the seller is unlikely to break this restrictive covenant.  When funds are held back for the purpose of ensuring seller integrity, the money should be funded and placed in escrow at closing, with a specific escrow agreement dealing with it.  This escrowed money is not the same as the seller agreeing to “hold paper” to provide part of the financing for a purchase, which has a different timeline and terms.
8. Have a proper, dental-specific, agreement.  The benefit of an agreement addressing issues specific to a dental purchase goes back to using an attorney who specializes in dental transactions.  The agreement should do a few important things:
   • Provide “representations” of any key financial metrics on which you are relying. For example, if you have been told that there are 4,000 active patients and if this is important to you, this number should be stated in the agreement.  Don’t assume that because this information is on a broker’s “cut sheet” that you have any ability to hold the seller to it.  As mentioned, if the information provided by the broker is inaccurate, the seller will blame the broker, and the broker will blame the seller.
   • Define the key terms.  Metrics that you rely on such as “active patient” need to be defined in the agreement.  If it is not, you will never be successful in getting a partial refund for a deficiency.  To correctly determine the number of active patients, you first need a clear and operable definition.  The legal system relies heavily on precise wording to express the intent of parties to an agreement, and you should never bet the farm on the concept that everyone can agree on whether a specific patient is active or not in the absence of an operable definition.
   • Deal specifically with copayments in the agreement.  Many buyers have had bought practices without realizing that the seller was habitually not collecting copayments.  This policy puts the buyer in the terrible position of either having to continue the seller’s unethical behavior to deal with a revolt from patients who are suddenly asked to pay for a portion of their dentistry.  The seller’s handling of copayments should be made clear in the agreement so that you do not get this kind of surprise.
   • The seller should specifically state that he or she is not aware of embezzlement in the practice and either has not consulted any professional about embezzlement in the practice in the past two years, or if a professional has been consulted, outline who and when.  If it is clear that the seller has had embezzlement concerns, this might be a time to insist on the seller having a proper investigation done, which should be at her or his expense and completed before the sale closes.

For many dentists, moving from being an associate to a practice owner represents an important milestone in their dental careers.  We hate to see what should be such a joyous event smirched by the horrible realization that what you acquired was not what you thought you were getting.  Following the steps in this chapter is a great way to minimize this risk and protect yourself.  Feel free to reach out to us if you have any concerns.

Delegation is essential to the financial well-being of a practice.  The existence of well-trained clinical and administrative staff allows a practice’s doctors to focus on their unique (and high value) competencies.

The concept of clinical delegation is well-understood by dentists and is something first encountered in dental school.

However, the delegation of the administrative functions in a practice is normally encountered much later when a dentist becomes a practice owner, and it happens without the dentist having the benefit of any training. 

Compounding the lack of training on how to delegate administrative responsibilities effectively is the fact that most dentists judge themselves by how their practice performs clinically and take no comparable pleasure from having a practice that is smoothly administered.

The combination of lack of training and low level of interest often create a “perfect storm” where dentists unconsciously fall into the trap of turning delegation, which is desirable and beneficial, into abdication, which can be dangerous.

So what is the difference between these two concepts? It can be summarized as follows:

Delegation is the devolution of tasks or responsibilities, but with accountability to the practice owner. Abdication is the offloading of responsibility but with no corresponding answerability.

In a clinical setting, accountability is clearly understood by dentists. You have ownership of, for example, a poor impression taken by a dental assistant, and you have a clear responsibility to ensure that clinical staff members have suitable training in CPR to be prepared to handle medical emergencies.

Clinical accountability is aided by the regulated nature of dental assisting and dental hygiene. Members of these professions are trained, tested, certified, and normally required to maintain their competency through continuing education. Also, the dentist’s knowledge of the work carried on by clinical team members is normally high.

In contrast, there is no required certification to be a receptionist, financial coordinator, or office manager. Most people in these positions have received their training on the job with you or while working at another dental practice. While there is considerable information and training available to people in administrative positions, it isn’t mandatory or comprehensive. And to make matters worse, unlike the clinical situation, the doctor is usually less knowledgeable about what goes on in the administration of his or her practice than the people who hold jobs in that area.

It’s a recipe for disaster. You are asked to oversee people who often have little formal training in their jobs without your having the benefit of either detailed knowledge or any idea of how to exercise oversight. Furthermore, if you are like most dentists, keeping an eye on your front desk isn’t a responsibility that you enjoy in any case. So it doesn’t take much to convince you just to step away from what goes on there (i.e., abdication).

So what should a dentist do to increase accountability? Here are some ideas:

1. Remember that accountability is more than an abstract concept. There is a tendency to believe that, because you sign someone’s paycheck, they are accountable to you. In an abstract sense, this is true, but you derive no benefit from this relationship unless it translates into actual oversight.
2. Effective oversight requires knowledge. Administration is not a cruel joke that the world has played on the dental profession; it is a vital link in the chain between the treatment of patients and your financial well-being. So learn to do the basics in your software — enter treatment, print reports, and process a payment. Learn to do the key functions of your office manager in his or her absence. Learn what the most important reports from your practice management software are and what they mean.
3. Be the boss. Taking charge does not mean that you need to be “bossy,” but it does require you to make some rules and stick to them. Here are three rules that every practice should have:
   • Documentation of activity. Every administrative person needs to document what they do and how they do it. If they become ill, retire, or move away, their “institutional knowledge” shouldn’t disappear with them. This approach requires a detailed job description (not the kind used when hiring) plus some backup information (references to the manual for your practice management software, etc.) These “position guidebooks” should be consolidated with each of you and your office manager keeping a copy.
   • Cross-training — this is closely aligned with the previous point and is intended to ensure that your practice doesn’t grind to a halt because of the unplanned absence of one person. You should be one of the people cross-trained in your office manager’s duties.
   • Mandatory vacations for all staff. The best way to test your cross-training is to put it to use. So make every employee take at least two consecutive weeks off each year when the office is functioning (times when the office is completely shut down do not count — the real point is to have someone else filling in for the employee). In addition to ensuring a distribution of your institutional knowledge, having other people temporarily fill administrative jobs provides one of the best chances of catching embezzlement.
4. Trust, but verify. There are a few things that every practice owner needs to do to ensure that their practice records have integrity:
   • First, you need to review day-end information from your practice every day to ensure that your work was accurately recorded and to be alert for suspicious transactions.
   • Verify that the correct amount of money was deposited in your bank account. This verification should include both the “physical” deposit (cash and checks) and amounts deposited electronically. Normally, this necessitates waiting a few days for delayed amounts such as credit card payments to reach your bank. Verification should be done via electronic banking; a deposit slip is not sufficient.
   • It is important to ensure that your daily reports “articulate” with month-end reports. This articulation is to ensure that there is no after-hours activity in your software that is hidden from you. We have developed a spreadsheet that does the heavy lifting for you.

While the process of managing the activities of your practice’s front-office staff can seem daunting at first, the basic steps outlined here will give you a great start.

We offer a terrific product called Office Protection System helps practice owners establish accountability. Please reach out to us if you would like to learn more.

A client of ours recently asked us this question:

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“I have an interviewee, and I would like to talk to her past employers. She’s been at a local restaurant for the last 4 years, but it closed in April.

What would you recommend doing to check employment?

She listed 3 references from the restaurant with their contact info. Would you recommend contacting them?”

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Our client is someone who makes every effort to run his practice properly, and his dilemma forces us to deal with a seminal issue in background checking – with whom should we be speaking?

I often have dentists tell me that they ask for “references” or that they check “references.” Normally they are doing this to show me that they are careful about who they hire. Typically, what they are doing is asking the applicant for a list of people who the dentist can contact to gain some level of comfort about the applicant’s character.

One of my concerns with the hiring practices of many dentists is that they know far too little about people who they hire, so I am glad to see a desire on the part of these dentists to close this knowledge gap. However, I think that by checking references, their efforts are misdirected.

The first problem with applicant-supplied references is that they have been “cherry-picked” by the applicant. This selectivity means that the information they give you lacks objectivity. Everyone has at least a few people in their life who are raving fans, and when you call applicant-supplied references, that is exactly with whom you are speaking. So, you are unlikely to hear anything remotely negative from these people. I’m pretty sure that if my dog could talk, he would say wonderful things about me. But because I feed him and rub his belly on demand, he isn’t exactly objective.

To make the problem worse, often the references that are supplied (and checked) are really in the nature of “character references,” by which I mean that their knowledge of the applicant does not come from a work setting (e.g., the high school volleyball coach or parish priest). In addition to an objectivity issue, there are often other problems; the information you receive may suffer from a lack of relevance.

The people who can give you information that is both relevant and objective are former employers, and that is exactly with whom you should speak.

To circle back to the question that my client asked, what is behind his question is that the thing that the (correctly) wants to do has been frustrated by the closure of the restaurant.

In this case, because the applicant has nominated co-workers, the relevance issue is less important because these people have observed the applicant at work and have done so recently. The true concern is objectivity.

I will also reiterate something that I frequently mention about calling people when doing a background check; verify all phone numbers independently and do not rely on any phone number provided by an applicant. You may end up speaking with someone other than who you think you are.

My suggestion to the client was to call the references to ask them if they supervised or managed the applicant. If the answer to this question was no, then who was her supervisor and manager? I would then call these people to ask about the applicant. We refer to this concept as obtaining “derivative references”.

Particularly if they were not on the supplied list of references, now I would have access to information that is more likely to be objective. So in cases where it is difficult to access former employers directly, keep the concept of derivative references in your toolbox.