Fall 2024 President’s Message
Dear Colleagues,
As President of the Georgia Academy of General Dentistry (GAGD), I am thrilled to serve and represent our dynamic profession. In the wake of the pandemic, we all faced a time of adjustment, but our Board is now energized and focused on revitalizing the value we provide to our members.
We are particularly excited to announce that we will be offering more continuing education opportunities, both online and in person, to meet the diverse needs of our membership. One of the highlights on the horizon is the relaunch of our in-person annual meeting, set for early 2025. This event promises to bring us together for top-tier continuing education and the chance to reconnect face-to-face with colleagues across Georgia.
Please keep an eye out for more information on these upcoming offerings, as we are dedicated to designing membership perks that will benefit you. We look forward to growing stronger together and making 2025 a year of professional advancement and renewed connections.
Warm Regards,
Susan Goode Estep, DMD, FAGD
President, Georgia Academy of General Dentistry (GAGD)
FTC’s Ban on Noncompete Agreements Struck Down
The U.S. District Court for the Northern District of Texas on August 20, 2024, struck down the Federal Trade Commission’s (FTC’s) proposed ban on noncompete agreements.
As a result, the FTC’s proposed ban on noncompete agreements will not be enforced or take effect on September 4, 2024, as intended.
Judge Ada E. Brown ruled that the FTC did not have the authority to ban noncompete agreements, and the FTC’s rule was arbitrary and capricious.
The FTC’s ban would have covered almost all existing and new noncompete agreements for employees. In addition, the FTC’s ban would have prohibited employers from creating new noncompete agreements with “senior executives,” defined as people earning more than $151,164 annually, who are in a “policymaking position.”
It should be noted that the court's decision does not prevent the FTC from addressing noncompete agreements on a case-by-case basis.
It will remain to be seen whether the FTC will appeal the court's decision.
About Us
Oberman Law Firm represents clients in a wide range of practice areas, including private equity, M&A, healthcare, corporate transactions, intellectual property, data privacy and security, regulatory compliance and governance, cross-border transactions, labor and employment, construction law, litigation, private clients’ services, corporate restructuring, and white-collar and governmental disputes. As a firm, we offer the highest quality legal advice coupled with extraordinary and tailored service to deliver exceptional results to our clients. Our philosophy is to invest deeply in the brightest legal talent and build dynamic teams that operate at the pinnacle of respective practice areas. We believe in empowering our attorneys, encouraging entrepreneurialism, operating ethically and with integrity, and collaborating to bring the very best to every client engagement. These principles have guided us in building extraordinary and successful long-term partnerships with our clients.
Oberman Law Firm
(770) 886-2400
GAGD Explorer
SPRING 2024
A Message from the GAGD President
Christopher Comer, DMD, FAGD
As we enter a new era for the Georgia Academy of General Dentistry, I am excited about the relationships we have with our members and the opportunities we have to serve our Georgia community.
In this issue of our GAGD newsletter, we share an update on MasterTrack VI along with valuable information from local contributors. We are also honored to highlight an incredible charity effort presented by Dr. Brittany Hoover, GAGD Past-President.
MasterTrack VI Update
MasterTrack Director Rebecca Hobbs, DMD, MAGD
The first weekend in February marked our latest MasterTrack class in Augusta. This was our 6th course of the continuum, featuring a hands-on orthodontics session with Dr. Dawne Slabach.
Participants explored a curriculum covering early orthodontics, retention strategies, airway considerations, and the latest insights on sleep devices and treatments. The course also included hands-on bracket placement and wire bending techniques.
In the spirit of camaraderie and a touch of adventure, our Saturday evening event took an unconventional turn with axe throwing at a local venue. It was a fantastic opportunity for members to unwind and connect.
We extend our gratitude to all participants for making this continuum a resounding success. Stay tuned for more enriching experiences and educational opportunities as we continue our journey together in the Georgia AGD MasterTrack continuum.
The Impact of a Multicultural Non-Profit Dental Clinic Located Outside Atlanta
Ethne Health Dental a community clinic located in Clarkston, Georgia
Photo: Ethne Health Dental Volunteers Dr. Brittany Hoover and Dental Assistant Glory
Brittany Hoover, DMD, GAGD Past-President
In an increasingly interconnected world, embracing diversity isn't just a buzzword; it's a necessity. Nowhere is this more evident than in healthcare, where cultural competency can make all the difference in providing effective and accessible services. One shining example of this is Ethne Health located in Clarkston, Georgia. Clarkston is known as the “Ellis Island of the South” with over 60 languages spoken in its 1.1 square mile.
Located in the heart of a culturally vibrant community, Ethne Health Dental Clinic stands as a beacon of hope and healing for individuals from diverse backgrounds. Recognizing the unique challenges faced by multicultural populations in accessing care, the dental clinic was founded as an extension of Ethne Health, a primary care clinic which opened in 2018 with a mission to bridge the gap and provide quality services to all, regardless of race, ethnicity, or socioeconomic status. The dental clinic is currently focused on seeing low income and uninsured patients with a limited scope of service including exams, cleanings, fillings and extractions.
At the core of the clinic's philosophy is the commitment to culturally competent care. This goes beyond simply providing language interpretation services (though those are crucial) to encompass a deep understanding and respect for the cultural beliefs, practices, and preferences of each patient. From the décor adorning the waiting room to the literature available in multiple languages, every aspect of the clinic is designed to make patients feel welcomed and understood.
Would you like to be a part of a thriving culturally diverse dental clinic? Ethne Health Dental is in need of equipment that is in good working condition. This could include everything from dental chairs to mirrors and explorers. Oral hygiene education materials (ex. posters and models) and kits (ex. toothbrushes and floss) would be greatly appreciated. Finally, Ethne Health Dental is in need of a referral network. With a limited scope of practice, specialists are needed to fill in the gaps, especially oral surgery.
As the clinic looks to the future, its commitment to serving diverse populations remains unwavering. With plans to expand services and have more operating hours, Ethne Health Dental continues to be a beacon of hope for all who walk through its doors. In a world where divisions often seem insurmountable, the dental clinic stands as a shining example of what can be achieved when we come together. In doing so, it not only transforms smiles but also hearts and minds, one patient at a time.
Visit Ethne Health Dental to learn more about their current needs.
Corporate Transparency Act – New Federal Law
Dental Practice Owners Beware
Stuart Oberman, Managing Partner
Oberman Law Firm
All dental practice owners must be aware of the reporting requirements for the new federal law – Corporate Transparency Act, especially practice owners that own multiple practices.
The Corporate Transparency Act (the “CTA”) went into effect January 1, 2024, and “reporting companies” in the United States are required to disclose information regarding its beneficial owners. According to the CTA, beneficial owners are defined as individuals who own or control a company, and such information must be submitted to the U.S. Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”).
Most dental practice owners will fall under the category of Beneficial Owners.
What are the Reporting Companies?
Reporting companies include corporations, professional corporations, LLCs, or any other similar entities, that are created by filing documents with the Secretary of State.
The CTA identifies certain exempted entities that are not considered reporting companies. Examples of exempted entities include banks, credit unions, SEC-reporting companies, insurance companies and public accounting firms.
A specific exemption may exist for a dental practice entity that:
Employs more than 20 employees on a full-time basis in the United States;
Filed in the previous year federal income tax returns in the United States demonstrating more than $5,000,000 in gross receipts or sales; and
Operates and has a presence at a physical office within the United States.
Who are Considered Beneficial Owners?
A beneficial owner of a dental practice is an individual who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise:
Exercises substantial control over the entity; or
Owns or controls at least 25% of the equity interests in the entity.
What are Companies Required to Report?
For reporting companies (dental practices) that are subject to the CTA, they are required to provide the following information regarding the entity:
Full legal name;
Trade names or d/b/a names;
Address of the entity;
The jurisdiction of formation or registration; and
The federal taxpayer identification number.
Formation Requirements
If the reporting company (a dental practice entity) is formed on or after January 1, 2024, the required information related to the company applicant must also be filed. A company applicant is both:
The individual who directly files the document that creates or registers the company, and
The individual who is primarily responsible for directing or controlling the filing of the relevant document by another.
In addition, if both (1) and (2) are the same individual, that person is solely the company applicant. The same information is required to be filed regarding the company applicant as the beneficial owners.
Exactly What Company Must Report
For existing reporting companies that were formed before January 1, 2024, the reporting company must file their initial reports no later than January 1, 2025. For reporting companies that were formed after January 1, 2024, the reporting company must file their initial report 90 days after they are formed. Most dental practices will be considered a reporting company.
How to File - FinCen Electronic Filing
If a company (dental practice) is required to report its beneficial ownership information to FinCEN, the company must file the required information electronically through a secure filing system available via FinCEN’s (U.S. Treasury Financial Crimes Enforcement Network) website [www.fincen.gov].
Violating the CTA
Any person who provides false information or fails to comply with reporting requirements is liable for civil penalties of no more than $500.00 per day, for each day that the violation continues. In addition, violators are also subject to criminal penalties of imprisonment of up to two (2) years, and fines of up to $10,000.00.
Adverse Consequences
Failure to comply with the CTA could have other adverse consequences, such as delaying loan practice financing or even the sale of a dental practice.
Dental practice owners must determine whether they meet the definition of a reporting company, and if so, determine what must be done in order to comply with the CTA. It is critical for practice owners to file with FinCen in a timely manner and as required.
Before attempting to file with FinCen, practice owners should consult with their attorney.
Visit Obermanlaw.com to contact Stuart Oberman and learn more about CTA.
USE A DENTAL-FRIENDLY BANK
WHO LEVERAGES DECADES OF INDUSTRY INSIGHTS TO MAXIMIZE YOUR PRACTICE EQUITY
(re)Released by Chris Cochran ~ January 2023, July 2022, September 2018, August 2016
MOST BANKS STRUGGLE TO DETERMINE THE VALUE OF A DENTAL PRACTICE WHEN LENDING FUNDS
Lending to a homeowner is easy. You determine the home’s market value, set an acceptable loan-to-value, and calculate the loan amount accordingly.
But a dental practice is different. There are few tangible assets. Most of the value is in the goodwill — the hard work, sweat, and tears the dentists have put into the practice to build its reputation in the market.
However, it’s difficult to value goodwill and use it as collateral for a loan. Fortunately, since 2002, many of Affinity Bank’s clients have been dentists, so we’ve long figured out how to value a practice.
EXAMPLE
A practice averages $1 million a year in collections over the last 3 years. Further, the average sale price in the designated market area has been 85% of average annual collections - assuming an existing debt of $500,000.
Average Annual Collections $1,000,000
Percentage of Average Collections x 85%
Total Potential Loan $850,000
Existing Practice Debt - $500,000
Total Lendable Practice Equity = $350,000
The formula for potential “lendable practice equity” is the average collections of the practice multiplied by the regional sale-price-to-collections ratio minus the practice debt.
For this example: $1M times 85% = $850,000 minus $500,000 = $350,000. Remember that the lendable practice equity is only one factor in the decision. Also considered are the practice’s profit margins and ability to generate enough cash to cover existing and future debts.
With the lendable equity determined, the practice can apply it to a:
Real estate project - anticipating expansion (most banks require 15-20 % in cash, but we can often provide an alternate solution requiring less down)
Renovation - existing leased space (practice equity can cover these costs)
Student debt - rolling it into the debt of the practice as a potential tax advantage
Credit line and equipment purchase
Factors that are in play:
The average sale price for a healthy practice in your market area.
The bank’s risk tolerance during the current financial environment.
The profit margins and cash flow relative to personal and practice debt.
With our extensive experience in dental practice lending, we work with a practice's CPA or tax attorney to ensure an equity loan can help minimize risk and achieve goals.
Contact Affinity Bank to learn more about Dental Banking Services:
LIZ GALAZKA Executive Vice President, Business Development & Commercial Lending (678) 471-8341 lgalazka@myaffinitybank.com
CHRIS COCHRAN Senior Vice President, Business Development & Commercial Loan Officer (404) 717-4583 ccochran@myaffinitybank.com
TARA GLEASON Vice President, Business Development & Commercial Lending (770) 548-8029 tgleason@myaffinitybank.com
*Affinity Bank accounts and services are subject to approval. *Loan approvals are subject to normal credit qualifications.
400 Galleria Parkway SE, Suite 900 | Atlanta, GA 30339 | 1-866-736-8194 | MyAffinityBank.com
Monday – Friday 9am–4pm EST
