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You built the practice you served the clients you cared for, the patients you hired, the team you carried. All the decisions, the pressures, the growth, the problems. All of it. And then one day you start wondering what the business is actually worth. Most veterinary practice owners spend decades building a business only to realize at the finish line that they've built a high paying job, not a transferable asset. If your clinic can't survive a week without you at the helm, you aren't just exhausted, you are likely leaving millions of dollars in valuation on the table. Welcome back to the Veterinary Business Podcast. I'm your host, Don Adisha and it's great to have you here. To help us bridge the gap between running a clinic and owning a scalable business, we are joined by Muriel Tuathi. Muriel is the founder and CEO of Exit 3D Studio. She is a renowned authority on exit readiness, specializing in helping service based founders move away from the daily grind to create structured, visible and high profitable businesses that buyers crave can Today we are discussing what truly drives practice valuation just beyond revenue. We are talking about the owner dependency trap and how to optimize your digital and operational systems to maximize your eventual exit. And of course this episode is brought to you by Echo Marketing, the team helping veterinary practice owners elevate their online presence and grow with clarity. With that being said, Muriel, it's great to have you on the podcast.
A
Thank you. Thank you Dan. I'm really happy to be here today.
B
So Muriel, from a buyer's perspective, what makes a veterinary practice owner more valuable than just its revenue or profitability?
A
Yes, good questions. So this I would say it's. It's the predictability and the fact that if the owner were to leave, the new owner could just run the business just as it was before. That means a business veteran practice that is transferable meaning everything has been documented. Not everything is dependent on the owner. And so this is the most valuable. This is what the a buyer will value and pay more for a business. I really transfer.
B
Absolutely. Now you actually spoken about hub and spoke example.
A
Yes, sure. But for example if I think about my framework that apply to all type of service service businesses, there are some questions that a buyer will ask and will price. Those are for example is the revenue concentrated? So an example in a vet practice that will be does the revenue come just from one referral source that the owner owns? For example you might have another vet practice that you send your client like it is one channel and one source. This is not sure that it will transfer with a new owner. So this is an important question to ask at the beginning, like is the revenue concentrated that way like from one channel or does it come just from some loyal clients that come all the time? Because the question is if one or two relationships walk out the door, does the revenue drop significantly or not? And usually what buyer will really flag. It's customers that do like 15 and above, even from 10% and above. Because imagine this, if tomorrow you sell your vet practice and that relationship doesn't transfer to the new owner, that's directly 10% or 20 or 40% of the revenue that will disappear. You know, when, when the revenue concentrated. It's always a risk for, for a buyer and this is something that they will discount automatically. Usually with I will say hold back or an earn out saying, you know, the purchase price, say that the practice is the owner asked for $2 million for their practice, but the revenue is concentrated 40%. Well most likely the let's say that the buyer say okay, I offer $2 million. Then the terms might include and will most certainly include some seller notes, even forgivable seller notes saying if the revenue stay, let's say $1 million for one year, then you get your 40% seller note down because we've been able to retain the clients. And if not, let's say dropped, the revenue dropped 20% or even the full 40%, then the 40% seller note could just be forgiven them. That means never paid. So yeah, really the transferability of the relationship and avoiding the customer concentration, revenue concentration is very important when you're thinking to sell a business.
B
Check now tell us what are the most common valuation mistakes veterinary practice owners make before they sell or actually before they decide even to sell or transition.
A
So one of the mistake will be okay to price. There are several, but I'm thinking of one is to price the future upside in the asking price same. For example the, the practice have a 500k EBITDA they wanted, they want a six multiple. Okay, so they want $3 million for that, but that include because they say oh, but next year they're going to build a mall next to my practice, there will be more traffic. And in two years there is, I mean they could open another location right there and they could also be doing this, this or that online. And okay, those are upside for the buyers, not for the sellers. Because the sellers should be doing, implementing all of that to get the $3 million, you know, asking price. If this is, if the buyer has to be doing all of that, then the upside should be for him. And so the asking price should be lower. And I think this is one of the reason why so many businesses that go for sales never sell.
B
Okay.
A
You know, there are some official, you know, statistic, I think it's from the Exit Planning Institute, I believe, who say that like 70 to 80% of businesses that go for sell, all industrial, never sell. And I think this is one of the issue, the asking for too much and. But yeah, there are other structural issue. Maybe we'll get there as well.
B
Okay.
A
Yeah.
B
So basically because just to recap that point, what you're basing your valuation on is something of a forecast. It hasn't really happened yet. Right. Your hope or is it something else?
A
Yeah, no, no, it's we based evaluation on the past three years of. That's right, revenue. Yeah. Plus the trailing 12 months. So basically we need to look at three, four years past, depending where we are in for the TTM. But this is what we're looking out and for buyers that intend to get a loan to buy the business, I think most of the time the lenders is going to go, you know, more deeper than that. It's not just going to look at the three years actually is going to. Going to take into account the worst here because the worst year of the last three years because if the revenue can drop that much, that means that in the future it can drop again. So this is what they take into account and then different calculations are made with the buyer also profile and information to. To come to a DSCR number. It's the debt ratio, you know, like if it's 0.5, forget it. It will never get the loan. It needs to be at least 1.25 and the higher the better. That means that the, the lender will be confident that the buyer can repay his loan with the business, you know, as he operates and how he has. It's been operating in the past. We don't you look at the. At the future. That's why it's at all. Yeah. We assume that things will continue in the same trends, basically.
B
Yeah, that's right. Yeah. Unless there is a major catastrophe like Covid or something like that.
A
Yeah, yeah. Now we think about this, we think also about, you know, AI disruption and. Yeah. But fortunately I think for vet practice we're good. There's not too much disruption. So. Yeah.
B
So yeah, until the robots come and take over all the technical jobs. But that's a conversation for another time.
A
Yeah.
B
So definitely one of the biggest mistakes that means you are seeing is perhaps it's not correctly understanding valuation from the Seller's point of view. Right. They're expecting perhaps their future is going to look brighter than their past. But when the reality, you know, from the buyer's perspective, they have to think about taking the loan. And when we look at the loan lender's perspective, they're looking at is it possible for me to recover this amount of money if I lend it? And to do that they need hard facts. Even on the worst year, they can somehow repay it if they do have the correct der. I mean, that's it.
A
And that's why it's important to prepare years before a sale, not six months before. Six months before you can make the financial look good. Adding, you know, a lot of add backs and you know, make a little fluff to increase the ebitda. Okay, the, yeah. And the valuation.
B
What are those fluffy things you think like within six months that can actually make it?
A
Yeah, well, it's, it's, I think it's the work they will do with their business broker, for example. Okay, so now increase the value patient. So, okay. They will ask have you done any trips that you want to add as personal trips? For example, if they took a vacation with the family, this could come as an add back saying, okay, I spent that money with my family, it was personal, but I put it on as a business expense. And you, the buyer will not make that expense. So it should, this is money that I'm adding back. You know, in the, in the business, basically they're not doing it. They are not really transferring back the money on the account, but they write it so it appear on, on the financials and some other things like the restaurant bills or. So this is a way that how they prepare six months in advance. But this is always dismantled by buyers and lenders so it's almost not necessary to do that. Some are really legitimate and they should be. For example, if the veterinarian is getting an above the market salary, then okay, that difference we could put it at back for sure. This is legitimate. Also his own insurance or you know, even everything's related to cars also like his personal car and can be as an add back.
B
Yeah, but those are very minor things. Just to make it look a little bit better once you know, a decision is going in a more positive direction. Because I don't think, like correct me if I'm wrong, having these add backs, you know, the differential between the owner vet, you know, above market pay or their vacation time would, you know, be the deal breaker or rather even the deal maker. Right.
A
Yeah. It's not A deal breaker. I think it's part of the game, let's say like they should be doing it because why not? But then they need to be open to the fact that not everything is going to be accepted. You know, a lot are going to be. This is not acceptable. This is not, it's not. And just to normalize this the EBITDA that way.
B
Right. So it's really a more of a good faith kind of gesture really. On top of an already solid transferable asset.
A
Yes. And. And if something that worth mentioning is when a buyer make an offer after that is doing a very in depth due diligence and is checking everything including, including all those attacks, the, you know, like everything needs to be justified. So it's more than just good face. It's really. Yeah. Is it something that it can do or not do? Because some are accepted, some at back are accepted. It's, it's legit to be adding them back and some are not.
B
Okay, okay. So it's really more of a transparency conversation right there. And of course when the buyer is doing the due diligence, they expect all of these things to be there. If it's not, then that might be a bit of a deal breaker. Right. Because you know they're trying to, I don't know, are they hiding something or are they just inconsistent with what they're saying? Are those deal breaker signals?
A
Oh yeah. I mean deal breaker signal. They can be many. Let's say that they really want to push an expense as a personal expense while it's not. Sometimes we see it with marketing or advertising trying. Let's say they spend 20,000, but it didn't work. Okay, well that's still a business expense. You cannot add it back. Let's say they don't want. There's a struggle there. Yeah, it can be a deal breakers. Just like when we check how recurring are the revenue and if we find out something that is, that doesn't show the that. I just want to give you another example. Last, end of last year I, I had an offer accept for an agency and this is exactly what I bump into. They were marketing the agency as recurring revenue. But when I did my research and I looked at the revenue per client over the past year, each month, which client I was able to see that, okay, last August they had 35 clients. Funny that in December they still have 35 clients. If actually they bring on, I don't know, 30% more of client every month, let's say 10 new clients per month. Why is it always the Same number. Oh, and same last February, still 30, 35. And then you analyze all of that and I was able to see that it was not recurring revenue. It was like rollo revenue every three months. Okay, they were getting 10 new clients per month, but every month they were losing 10 clients. So this was more of a rollover type of revenue than truly recurring. Recurring happen all the time. It does not. Three months is almost a project, you know. So this is an example of other deal breaker.
B
Absolutely. When you don't have that recurring revenue or even that's, that almost seems like a false marketing, right? Yes.
A
And this, this happened a lot, unfortunately. But after, when I say deal breaker, it's okay. Before being a deal breaker, it's a renegotiation there, you know, buyer and seller, buyer is going to try to negotiate, you know, and, and possibly, you know, like discount, you know, like decreases offer, consequently saying oh, because this is not recurring or because nothing is documented or because revenue is concentrated. And you did not disclose that before. Well, now that I know, I need to tell you that your practice to me doesn't worth $2 million anymore. It was more like 1.2 million. So I can make that offer. Plus I want to have this forgivable stellar note for that part because of the concentration. And so they will present that again. And if the seller agrees to the discount, then it's not a deal breaker. They can, you know, get to the, to the purchase agreement and get the deal done. But if there's some, you know, struggle and the seller don't want that, or the buyer is just not confident anymore, like say, wow, I've been just light too and I cannot cope. I was, let's say he was looking for like an, a veterinary practice that is not founder dependent, for example, and realize it is founder dependent and instead of buying a business, he'd be buying himself a job. If it is a deal breaker for the buyer yet, then yes to the deal will not happen at all.
B
Now the reason why I was a bit excited about that dependency factor is I really wanted to ask a bit of a follow up question because now we have seen the problem, you know, owner dependency and how that may so break it down for us. Muriel, how does the owner dependency affect the value of veterinary clinic? Especially when clients are strongly attached to the founder or lead doctor. And of course, how can we fix that?
A
Can you. Sorry, I just want to make sure I understood fully the question, the beginning of the question. Can you just say it again?
B
How does owner dependency affect the value of veterinary Clinic as we were talking about.
A
Okay, I got it. Yeah. So it affects the valuation because anything that is founder dependent, should that be the sales or the operation or the decision making, all of that. If we need the founder to run the business, if actually, if we take out the founder for 90 days or even one week and nothing happened, the business collapsed, well, this affects the valuation for sure.
B
Check. And then how can we fix that? That's the most important.
A
Yes. So we can fix that by, for example, if the founder is taking all the decision, maybe he can start delegating that a little bit to other vet in the practice, saying okay, for normal practice, this assume it's always a yes. This assume we always do that just having some sort of systemized decision making on. And I am pretty sure that for a lot of the decision, you know, from their training and like they know what they need to be doing. But I will say if there are still some decision that need to be taken systematically by the founder, then maybe see how we can delegate that. Another way will be to document everything that is done, everything that is documented in sop, for example, Standard Operating Procedure. Everything that is documented is very valuable because this means somebody can read it, read the manual, the instruction, and know what to do exactly the way the founder will do it. So this is one of the way to reduce founder dependency internally.
B
Right now when it comes to creation of SOPs and documentation, it takes a bit of time, especially if the procedure is done, if it has been refined to the point where for the owner, they know exactly what to do, but there's a lot of key processes and thoughts behind it. Right. And to really document that in onto paper is pretty difficult. What do you have to say to a practice owner who is facing that dilemma? How can they begin?
A
Yes, sure. Well, I would say that an SOP in any format first of all is sufficient. If you prefer to leave like a voice note on his phone, eventually once to the voice note, he can just send it to AI that will create the SOP for, for him or her. He can record a video. It doesn't have to be, you know, a long time sitting. It can be on the go or we can have even better. If he has an assistant, he can just who knows the, you know, the different tasks. She can, he or she can document everything for the, for the funder. So it can be dedicated or just, you know, just take your phone or AI, which is dark and, and it will create a comprehensive sop. Yeah, check.
B
What a great way to start using AI, but more So I really appreciate it getting the help of your assistant in a bit more different way to help you create these SOPs. Because otherwise it seems like something you have to do by yourself and then you might be having some tough time figuring out a time to dedicate towards this documentation process. So amidst all of this valuation talk. Right. I also have one last question for you regarding this particular dependency. For a founder who is also the lead surgeon, what is the transition period a buyer usually demands if the owner is the primary revenue driver?
A
So first of all, I think there is two questions in your question. If he's the lead surgeon, it's. Yeah, it's important to bring someone in or at least like what, what does it. Does he agree to a future discount because the. The buyer will need the lead agent
B
is also the owner.
A
Yeah, yeah, it's what I understand. Yeah. There is two things. It's either he continue, you know, as it is and he accept a multiple of two, maybe maybe three, maybe less. Or if he aim for a really good multiple for his resolution like a four, a six or even more. There is two different way. When the first way just continue and he will try to find a buyer operator, someone that will have the same capability than him and just replace him. Like the buyer would just be the future lead surgeon. Or if he wants a higher valuation then he need to replace himself in the practice. Maybe if he has some other, you know, either he can bring on another lead surgeon that would be an employee in the practice, but that could be the, the future lead surgeon for the future buyer. Okay, so that's the situation in terms of operation and for the cells same. It depends how this, the cells are handled. But if it's only come from referral, let's say that the founder is networking, is going in different events. This is how I give east card to potential client and there they know him and they want to work with him. Okay, that's not the best way. So he needs to find a way to have some systematized lead generation and sales. And there is different way. I mean he could hire a salesperson or have a team that do that. It can make a better use of digital marketing to have to be present on all the main, you know, platform where we can book online a meeting for, you know, or dog the cat. You know, I assume there are some platform for that on their website as well having the direct booking and then you know, bring some traffic to those platform and website with different. There are different way. I, I think for a vet practice, I like the like Google my business, you know, it's just online, you search, you appear, you're on Google map. That's the number one way I think with good reviews it's important to ask
B
the reviews of course because if you have negative reviews that's a bit of a turn off on the other side. But then again maybe it might be a signal for you to change up some things in your own practice.
A
Yeah, it's feedback. A review is a feedback. It's good also to answer to those bad reviews because it shows that you care and you intend to do better or sometimes there is some misunderstanding or misinterpretation. Also having no review to not get good, to only have good review is not a good idea either. They should request for review, you know, every client because it builds the credibility and the perception, you know from the outside world. It just give a better perception for buyer also when they will do their digital due diligence which I did when I was looking to buy that agency and I'm still looking, you know and when I look at businesses the first things that I look is digital like with what they build, is it you know, realistic to think to assume that they are generating leads from online or like is it systematized or not? Or actually is everything a referral? Does everything depend from the owner?
B
I really appreciate this point Muriel, because you know what, on the same topic that we were just talking about on building a veterinary practice that buyers can trust and you know is not, it's not just about the revenue, right. It's also about how it's structured, visible and scalable. The practice looks from the outside. So this is where marketing as you mentioned becomes very important. A strong digital presence, clear patient acquisition systems, strong online reputation like this Google business, my Google, my business profiles and consistent communications overall all contribute to how your veterinary clinic is being perceived not just by pet owners but also as Muriel mentioned, by auditors and potential buyers. So for our veterinary practice owners listening in want to understand where they currently stand. The Veterinary Business Institute in partnership with Echo Marketing offers a marketing strategy meeting. Now this is a focus marketing strategy. This is a focus marketing strategy session designed to review your clinic's current digital presence, identify gaps and uncover opportunities to strengthen growth and of course long term practice value. This session is led by Lila, a veteran in veterinary marketing who has conducted audit for over 200 veterinary clinics and help them improve their online presence. Now her experience gives practice owner a practical clinical clinic specific view of what is working, what may be holding growth back and of course what can be improved across areas like website performance, online visibility, reviews, patient acquisition, the whole lot on digital marketing systems. So go ahead and take the next step. Veterinary practice owners can book a session with lila at your@v Veterinary BusinessInstitute.com forward/msm. I'll repeat that one more time. Veterinary business institute. That's one word.com forward/msm and get a clearer expert back roadmap for strengthening your clinic's market position, digital presence and of course future value. That being said, let's get back into our conversation here. So Muriel, what are some of the simple steps veterinary practice owners can take in the next six to 12 months to make their clinic more attractive to buyers?
A
Yes, I will start with document it as much as they can see how to automate the you know client meeting, you know, online how to have less founder dependency on sales. So systemize that and a bit of my note that I could be checking now. No and track everything. Start to track for example the retention rate by client. How what? Yeah, how much revenue. Because all those things are going to be asked by a buyer and it's good for yourself to know like your customer concentration if you have you realize you have some clients that are represent 10% or more of your revenue or even an acquisition channel that you're too dependent on one acquisition channel look to diversify that so it will give more confidence to a founder. I went a bit you know I went more in depth into all of that in the the future book that will be released on July 27. I wrote the valuation gap what buyer sees that seller miss and this everything is explained to actually close that gap from you know like the valuation you would want to the valuation that the buyer will pay because trust me as as buyer and I am part of a buying community with a lot of other buyer and can say it upstream. We don't mind paying a lot for a good business but the business seems to need to be solid transferable. If I am sure that the cash flow will will be mine once the transfer once we we go to the finish line and we transfer then I don't mind paying more for that. If it's a business I will have to document everything myself. I will have to be you know becoming the previous founder to keep the relationship to retain the employee to everything. Not only I don't want to go in, I don't want to buy a business like that but also if I do it will be so discounted and often I I see actually those type of practice when we look at, you know, B sell and other, you know, websites to buy a business, I often see that the medical practice tend to be have a lower multiple. I've noticed that like with dentist office at some point because there's maybe just one or two person there and it's heavily founder dependent. Heavily.
B
Right. And then where. Okay, now I'm curious about this. You mentioned, you know, a lot of those practices that are heavily founder dependent are, you know, heavily discounted as well. I mean that's unfortunate. Especially when you mentioned for a good practice with strong cash flow, the right price can be paid and you know, that's what everyone really wants. Right. When you're looking for an exit. So if we are on the other side on, you know, when we're looking at our practice and it's not getting that valuation it deserves. As a final key takeaway from this conversation, what would you tell our listeners? Where can they start and what is the main thing that they should really look into to fixing that, to turning it around to that high value practice?
A
Yeah, they should try to step out for a couple of days and see what breaks first and then fix it. That would be my takeaway. If for example, all the appointment with the client cannot be honored because it was the one supposed to be there, but that means you need to bring someone in if the team was stuck with a decision, didn't know what to do. Okay, document everything. If there is no more, you know, it was the one, I don't know, picking up the phone to book every appointment. Also, there is no more appointment. Okay, solve that as soon as possible. Either get an assistant to pick up the phone to book appointment or make the appointment available online. But just like step out of the business for a couple of days and, and see what happens so you can fix it.
B
Amazing. Well, that was a powerful look at building practice value and transferability with Muriel Toutai. If you've been struggling with the feeling that your clinic is entirely dependent on your personal presence, well, we really hope, hope that this conversation gave you the frameworks to rethink your operational and marketing systems. Mastering owner independence isn't just a management goal. It's the ultimate driver of your practice's final sale price and of course, your own personal freedom. Now, if Muriel's approach to exit readiness resonated with you, we highly recommend connecting with her and exploring her work at Exit 3D Studio, where she acts as the strategic architect for owners ready to scale and eventually transition on their own terms. Now, a quick reminder, if you want to better understand how your practice shows up online and where your marketing may be holding back your growth. You can book a complimentary marketing strategy meeting with Lila through the Veterinary Business Institute in partnership with Echo Marketing. You can book your session at Veterinary Business Institute. That being said, I'm Don Disha and this has been the Veterinary Business Podcast. We'll see you on the next one. Take care, everyone.
Episode: Building a Veterinary Practice Buyers Want: Growth, Structure, and Valuation Readiness
Date: July 9, 2026
Host: Don Adisha
Guest: Muriel Toutai, Founder & CEO, Exit 3D Studio
In this insightful episode, host Don Adisha sits down with exit-readiness expert Muriel Toutai to unpack what separates a high-value veterinary practice from a high-paying job. Together, they examine the common valuation mistakes owners make, how owner dependency impacts saleability, the crucial role of documentation and digital systems, and actionable steps practice owners can take to prepare for a successful exit—whether that’s next year or several years down the line.
“If your clinic can’t survive a week without you at the helm, you aren’t just exhausted—you are likely leaving millions of dollars in valuation on the table.”
— Don Adisha (00:40)
Predictability and Transferability:
Buyers pay premiums for practices with documented processes and little dependence on the owner.
Revenue Concentration Risks:
If a clinic is reliant on one or two big clients or referral sources, buyers see this as a risk and may discount the price or require earn-outs.
“If tomorrow you sell your vet practice and that relationship doesn’t transfer to the new owner, that’s directly 10%, 20%, or 40% of the revenue that will disappear.”
— Muriel Toutai (05:16)
“The sellers should be doing, implementing all of that to get the $3 million asking price ... If the buyer has to be doing all of that, then the upside should be for him.”
— Muriel Toutai (07:50)
Statistics:
Up to 70-80% of small businesses that go up for sale never actually sell (09:00).
Valuation is Based on Historical Performance:
Buyers and lenders focus on the worst year in the last three, not just the best—future projections hold little weight.
“We base evaluation on the past three years of revenue ... We don’t look at the future at all.”
— Muriel Toutai (09:48)
“Some are really legitimate and they should be. For example, if the veterinarian is getting an above-the-market salary, then that difference we could put it at back for sure.”
— Muriel Toutai (14:30)
“If the buyer is just not confident anymore… Instead of buying a business, he’d be buying himself a job.”
— Muriel Toutai (21:54)
“If we take out the founder for 90 days or even one week and nothing happens—the business collapses—well, this affects the valuation for sure.”
— Muriel Toutai (23:19)
“If you prefer to leave, like, a voice note on his phone ... AI will create the SOP for him or her.” (26:20)
“If he wants a higher valuation, then he needs to replace himself in the practice ... bring on another lead surgeon that would be an employee in the practice.”
— Muriel Toutai (29:22)
“When I look at businesses, the first thing I look is digital: is it realistic to assume that they are generating leads from online, or is everything a referral? Does everything depend on the owner?”
— Muriel Toutai (32:50)
“Step out of the business for a couple of days and see what breaks first, then fix it.”
— Muriel Toutai (41:15)
“If the buyer has to be doing all of that, then the upside should be for him. The asking price should be lower.”
“If we take out the founder for 90 days or even one week and nothing happens—the business collapses—well, this affects the valuation for sure.”
“An SOP in any format, first of all, is sufficient … AI will create the SOP for him or her.”
“Step out of the business for a couple of days and see what breaks first, then fix it.”
The conversation maintains a clear, practical, and encouraging tone. Both host and guest remain candid about challenges, focusing on specific actions and real-life examples. The advice is actionable and free of fluff.
Building a valuable, saleable veterinary practice isn’t just about revenue; it’s about structure, documentation, repeatability, and independence from the founder. Start preparing well before the exit—your future self (and your practice’s value) will thank you.