Business Service Agreements: A Tool for Deception within the Corporate Dental Support Industry

Business Service Agreements: A Tool for Deception within the Corporate Dental Support Industry
By Michael W. Davis, DDS

Business Service Agreements (BSAs), also called Business Service Contracts or Management Service Agreements (MSAs), are a tool created by the dental support industry (a/k/a dental support organizations) to mask their true business operational models. These contracts are generated between the unlicensed ownership (corporate beneficial owner) and the sham figurehead owner (nominee owner dentist(s)).
These agreements contain a variety of misrepresentations specifically designed to circumvent the rule of law. These BSAs serve as a lynchpin supporting the unlawful house of cards, of largely unlicensed and unregulated healthcare entities. Please note: the term “dental support organization” is also an intentional misrepresentation, to mask beneficial ownership.
Case precedent was established in federal Fifth Circuit ruling 07-30430)¹., in which the court determined a Dental Support (Service) Organization (DSO), Orthodontic Centers of America (beneficial owner of dental clinics), was engaged in the unlicensed and unlawful practice of dentistry. The court also ruled the business agreements with so-called “owner” dentists were unenforceable and non-severable (denying one part could be enforced while another could not), because elements in these contracts were unlawful, the entire contract was rendered unenforceable.
Nationally, every DSO has created different BSAs. And, within different states, different DSOs will produce different agreements. However, there exist common features worth examination in the vast majority of these contracts.

Dental Clinic Ownership
The DSO generally will deny ownership of the dental practice. Yet, the DSO usually owns the facility or is the landlord on the lease agreement. The DSO owns the dental equipment, supplies, and any possible leasehold improvements.
The DSO enjoys contract rights to control what dentists or entity may be artificially designated as “owners”. An owner dentist(s) may not freely sell “their” asset of a dental practice, and thus are merely façade nominee owners. The DSO controls the bank accounts of the “owners’” clinic bank accounts, which are swept out several times per week, or daily. These are central points in the lawsuit against Dental One Partners, DentalWorks, et al, by 14 duly licensed North Carolina dentists enjoined by the North Carolina Board of Dental Examiners, in 2013.^2.

Did Levine Leichtman unload a sinking ship in InterDent?

I can only hope so. Not that I’m all tore up and concerned about Levine Leichtman. I just find it lip smackin’ good to see another private equity firm that may well get burned over the illegal practice of “Corporate  Dentistry”. Levine Leichtman operated dental clinics under the following names:
Gentle Dental
Smile Keepers
Capital Dental
Blue Oak Dental Group
Mountain View Dental
Affordable Dental Care
Dedicated Dental Systems Incorporated
Also associated with InterDent is Northwest Management Services.
Levine Leichtman Capital Press Release:

LOS ANGELES, Aug. 8, 2012 -- /PRNewswire/ -- Levine Leichtman Capital Partners (LLCP) announced today the closing of the sale of InterDent, Inc. to H.I.G. Middle Market, LLC. 
InterDent, Inc. is a leading dental practice support organization ("DSO") in the United States. The Company  provides support services to over 145 affiliated dental offices in eight western states including California, Oregon, and Washington. InterDent's affiliated offices benefit from professional management, economies of scale, superior information systems, and specialization of functions. Its network delivers comprehensive dentistry to over one million patients annually, including general, orthodontics, periodontics, endodontics, pedodontics, prosthodontics, and oral surgery.
"The InterDent investment has been very successful for our partners, our management team and all of the Company's stakeholders.  We are proud of the successes the company has achieved over the past years and believe the growth will continue with HIG's support," said Lauren Leichtman, CEO of LLCP.  "We are also pleased to provide a very attractive return to LLCP's investors through an exit that underscores our commitment to investing in the middle market."

Seriously?!  According to the WSJ, Levine Leichtman Capital Partners invested in 2000.  They filed for bankruptcy in 2003. Prior to the bankruptcy they owned and operated 226 dental offices in 14 states and now operate 145 dental offices in 8 states.
In 2008. InterDent entered into a 5 year Corporate Integrity Agreement with the Office of Inspector General due to fraudulent billing by at least two of it’s Dedicated Dental clinics in California.  They also agreed to pay $364,500 in restitution and pay $364,500 in damages. The 5 year Corporate Integrity Agreement expires on June 20, 2013.
John Steinbrun signed the Corporate Integrity Agreement as President and CEO of InterDent, Inc and InterDent Service Corporation and Scott Breman signed as President and CEO of Dedicated Dental Systems Incorporated.
I’m sorry, but bankruptcy, a corporate integrity agreement with the OIG, downsizing by 1/3, and numerous lawsuits is considered “very successful” for partners, management or stakeholders.

American’s Dental Health is at Risk: The true crisis in dentistry

As Bloomberg reported today, Private Equity is seen as the driving force behind abusive dentistry and Medicaid fraud. Little Isaac Gagnon, is still suffering from night terror from the abuse he endured while he was supposed to be safe at school.

The Fort Worth Star Telegram followed saying Texas taxpayer are getting hosed for unneeded dental procedures which amounts to Medicaid fraud.

Byron Harris of WFAA in Dallas has been reporting about this for months.

However, it is “We The People” who are picking up the tab and enriching Private Equity firms coffers into the billions of dollars. But that is not the biggest price being paid.

The biggest price of all is the dental health of each and every American!

This is not a Medicaid patient only problem. The same driving force is behind places like Heartland, MidWest, Pacific Dental, BrightNow, Aspen Dental, Affordable Dentures, Comfort Dental and now Wal-Mart is getting in on the action. The list goes on.

American Dental Association asks Centers for Medicare and Medicaid Services to back off the audits. Seriously! While, upstairs, the Academy of General Dentistry wants more taxpayer funding. Seriously!

The American Dental Association sent this letter to Centers for Medicare and Medicaid:

ADA Letter to CMS July 2011

American Dental Association,211 East Chicago Ave.,Chicago, IL 60611-2678

Then ABC ran this, by Chris Como, (his brother is NY Governor Andrew Como who said a month or so ago Medicaid audits were just way to hard on corporations.)

By CHRIS CUOMO (@ChrisCuomo) , GITIKA AHUJA (@gitgirl) and ENJOLI FRANCIS

April 24, 2012

With more than 16 million low-income U.S. children on Medicaid not receiving dental care -- or even a routine exam -- in 2009, according to the Pew Center on the States, dentists and ERs say they are treating very young patients with teeth blackened from decay and bacteria and multiple cavities.

"I see it in their eyes before they tell me it's that way," Dr. Gregory Folse told ABC News. "We are able to intervene and take the pain away from their teeth and it brings the spark back. And that's my goal."

Folse's Outreach Dentistry mobile clinic travels to schools around Louisiana, filling cavities and teaching children and parents about the importance of oral hygiene.

In 2007, Congress held a hearing on the issue of children's dental health after Deamonte Driver, a 12-year-old Maryland boy, died when a tooth infection spread to his brain. His mother, Alyce Driver, had been unable to find a dentist to treat him on Medicaid and could not afford to pay out of pocket.

At the time, Leslie Norwalk, then-acting administrator for the Centers for Medicare and Medicaid Services, called his death "a failure on many levels."

ROTFL–Aspen Dental propaganda quoting the group who promotes illegal practice of dentistry; The DGPA

From the Aspen Dental Blog

Dispelling misconceptions about Dental Service Organizations

March 5, 2012 by Bethany Tuzzolino

A recent online article¹ based on the results of an August 2011 survey of 1,500 dentists asked participants to rank what they consider to be their highest concerns as practitioners and small business owners. They identified “Growth and Influence of Corporate Dentistry Companies that Hire Dentists” as a high priority challenge to their success. The respondents ranked this “frustration” about the current state of the profession the third highest category in the Priority 1 section of the survey, right behind “Third-Party Dictation of Treatment Plans and Setting Fees” and mid-level or expanded-function dental practitioners, and right above “Overpopulation of Dentists and Hygienists.” The author notes that “some of these firms have moved into geographic areas already saturated with dentists.”¹ This situation is understandably concerning to private practitioners, who are essentially entrepreneurs trying to establish a territory and stable patient base. It is, however, a well-known fact that dental school does not teach graduates how to successfully find the ideal location for, or run, a private practice.

Here’s an idea, close down the illegal operations. Every treatment they deliver within their walls is illegal to do! Every x-ray taken, is being done so, illegally.

Since there seems to be confusion in the world of prosecution and regulation as to whether these corporate dental companies, such as Kool Smiles, Aspen, Heartland and now Wal-Mart, are legal or illegal there is a comprehensive review of all 50 states ready, just for the clicking. Go ahead, try it. CLICK HERE 

Dental boards say they don’t regulate the corporate mills in any way, however, North Carolina is proving that not to be true. So far, it’s the only state taking the initiative but it’s unclear as to whether they are only targeting Heartland Dental or all, and I mean, ALL corporate dental practices. [I say this since I know there are some regional clinics operating at full speed down there with dollars headed directly to Colorado’s Michael DeRose’s pockets. By the way, he’s on the List of Excluded Individuals and Entities, where he’s not to profit from Medicaid in any way. But, heck, I know that’s small potatoes, right?] 

Persecutors, on every level, from the local city or county prosecutors all the way to “The” Attorney General of the United States, seem to ignore the fact that the corporate dental mills are just flat out illegal operations. Every bill they send the US taxpayer is a fraudulent bill!  Every one of them!! Every treatment they deliver within their walls is illegal to do! Every x-ray taken, is being done so, illegally. What is not to understand and what are they failing to “get”? Anything?

The corporations should not be ripping the taxpayer from stem to stern, using taxpayer dollars as toilet paper on their $10 million jets and authorities should be lined up outside these place with warrants and handcuffs.

This dragon has been slayed and quartered on this website, time after time, after time, after time, for well over 4 years now and Medicaid fraud is still a run away train when it comes to dentistry.

Since December there has been a noticed increase in individual dentists getting nailed for Medicaid fraud, with most of them getting some jail time along with their fine and repayment. Remember, the Medicaid fraud in dentistry is mostly treatment on children in case anyone has forgotten that!

So for any prosecutor with a set of balls out there, even if you have a teeny weeny set, that just might want actually bring criminals to justice-criminals who are not only stealing from the taxpayer, but physically hurting children-click here and check your state laws. It’s all laid out for you, it just cant’ get any easier, truly. Then get a warrant and shut these places down. If you need assistance, call me. Hell, I work for free!

50 State Review of the Corporate Practice of Dentistry and the Laws that prohibit it.

If you need further assistance, click here on how the scam works.  It’s been told every way I know to tell it. Honestly, it’s not that confusing.

Confused about the “Dental Crisis” here in the U.S.

There is little doubt I am completely confused as to the so called “Dental Crisis” here is the U.S. 

I am not understanding why the Pew Institute or any other “institute” wastes time and money on access to care and certainly no one is wasting their time on studying access to quality care.

For the primary teeth we are lucky enough to be born with, corporations want to “drill ‘em, fill ‘em, cap ‘em and bill ‘em. They stress the importance of early treatment of caries and developing good hygiene habits so you can keep your natural teeth for the rest of your life.  Hell, the AAPD is now recommending you get your infant to the dentist at age 6 months or when the first tooth erupts, even if in-utero I suppose.

Why? 

The clinics down the street, such as Aspen, Affordable Dentures and the like, what to pull every last tooth in your head and slap in some cheap ass dentures.

What’s the whole point?

It’s not about proper medical treatment, it’s about Sales!

See – The below is from Aspen Dental.

 

 

 

 

 

 

 

 

 

 

 

As you can see about, it’s about the “prize”, it’s about highest possible sale comes first, it’s about “hey, office manager, even if the patient says they are not interested in the “treatment” plan, get the doctor or hygienist first so they can “re-stress” the sale, it’s not about medical care.

Below you’ll see a note.  These notes are attached to each file reviewed (audited)by regional operations managers at Aspen clinics. Read this carefully, Aspen was NOT concerned about the medical care the patient needed, only the commitment to a sale. 

Galdi v Megdal and Bright Now! Dental

Anyone know what this is about:

Case No: United States of America Cr-02-00349CAS
Case No YCO30202: Galdi vs. Megdal

Mimi Villegas Galdi

vs.

Bright Dental Now! Phillip Megdal,
Jordan Moss,
Katrina Mejia-Blom,
Dale Blom
City of Redondo Beach
State of California
United States of America.

Read the story here
More on it here.

It appears this Dr. Philip Megdal was the same dentist accused of negligence in the death of 4 year old Javier Villa, Jr. in 1998

More on Javier’s death.

Consumer Dental bought the Megdal clinics after Javier’s death

JLL Partners Completes Acquisition of American Dental Partners–February 9, 2012

 

American Dental Partners Launches Syndication of Senior Secured Facilities

Details

Published on Wednesday, 18 January 2012 15:16 
Trader Huddle

WAKEFIELD, Mass., Jan. 18, 2012 (GLOBE NEWSWIRE) -- American Dental Partners, Inc. ("American Dental Partners" or the "Company") today announced that it has launched the syndication of $241 million of senior secured facilities ("Senior Secured Facilities"), consisting of a $36 million revolving facility and a $205 million term loan. The proceeds from the Senior Secured Facilities, together with equity from JLL Partners Fund VI, L.P. and certain other investors, are being used to finance the acquisition of American Dental Partners and to pay certain fees and expenses.
KeyBank National Association ("KeyBank"), CIT Capital Securities ("CITCS") and NXT Capital, LLC ("NXT") will act as joint bookrunning managers of the debt financing.
This press release does not constitute an offer to purchase any securities or a solicitation of an offer to sell any securities.

---

American Dental Partners Stockholders Approve Merger Agreement

Details

Published on Tuesday, 07 February 2012 15:15
Trader Huddle

WAKEFIELD, Mass., Feb. 7, 2012 (GLOBE NEWSWIRE) -- American Dental Partners, Inc. (Nasdaq:ADPI) announced that at a special meeting of stockholders held earlier today stockholders voted to adopt the previously announced merger agreement with JLL Crown Holdings, LLC, a Delaware limited liability company, and JLL Crown Merger Sub, Inc., a Delaware corporation, affiliates of JLL Partners, Inc. Under the terms of the merger agreement, upon consummation of the merger, holders of outstanding shares of common stock of American Dental Partners will receive $19.00 per share in cash.
At the meeting, the merger was approved by holders of 12,496,939 shares of the Company's outstanding common stock, and 3,702 shares voted against the merger.

---

 

JLL Partners Acquisition of American Dental Partners Creates Committed Partnership

February 09, 2012
Trader Huddle
On February 9, 2012, JLL Partners, Inc. completed its acquisition of American Dental Partners, Inc. American Dental Partners is now privately held and no longer listed on NASDAQ.
The deal creates a partnership committed to American Dental Partners’ core values and goals as well as a dedication to quality care and a long-term outlook. Both organizations will pursue a shared vision and work to enhance growth of American Dental Partners.
American Dental Partners will continue to be headquartered in Wakefield, Mass., and is one of the nation’s leading business partners to dental group practices. American Dental Partners is affiliated with more than two dozen dental group practices in more than twenty states across the country.
JLL Partners is a New York-based, leading private equity investment firm. Their investment philosophy is to partner with outstanding management teams and invest with them in companies that can continue to grow into market leaders. JLL Partners has a special focus on healthcare services in addition to financial and business services. More information on JLL Partners (Joseph, Littlejohn, & Levy)is available at www.jllpartners.com.
 

American Dental Partners “Affiliates”

Related Articles

• American Dental Partners Stockholders Approve Merger Agreement
• American Dental Partners Launches Syndication of Senior Secured Facilities
• American Dental Partners Announces End of "Go-Shop" Period – JLL Partners, Inc the only “shoppers” at the “blue light special” of ADPI.

Gotta love ADPI’s as for “Specialist”

Maybe Small Smiles Dental Center “Owners” Should-Sell-Sell-Sell

Dentists who supposedly own the 67 Small Smiles dental centers that Church Street Health Management says they personally don’t own, could just start selling off your assets, right?.

In the Church Street Health Management-Small Smiles Dental Chapter 11 Bankruptcy filings Martin McGahan, in a sworn Affidavit, stated:

“The dental centers are owned by licensed dentist” (p.2)

He further states CSHM simply:

“…provide “dental practice management services” to 67 dental centers serving low income and underprivileged families in 22 states…”(p1) and have, ..“As of the Petition Date, the Debtors, through EEHC, Inc. (“EEHC”) had
approximately 72 full-time, 2 part-time, and 2 “as needed” employees (collectively, the  “Employees”).” (p.3)

I suppose you owners could find another company to do your payroll and other bookkeeping, since Church Street Health Management is a bit pricey:

North Carolina Dental Board nixed Heartland Dental’s attempt to take root, taking the bull by the horns.

It looks like North Carolina is taking the lead to put an end to the corporate take over of dentistry.  Now, if they would just look into the Smile Starters agreement with Root Dental Management, and the sales agreement between Dr. Rivera and Dr. Michael DeRose another income flow to the DeRose family might be cut off. 

If you want to understand how the corporation do business, you should read this.  It lays it all out for you.

North Carolina State Board of Dental Examiners (NCBDE)

vs.

Heartland Dental Care, Inc
d/b/a Heartland Management, Inc
Gary Cameron and Associates, P.C and';
Gary L. Cameron, DDS

Case 11-CVS-2343

Heartland Dental Permanent Injunction

The NCBDE filed a complaint in Superior Court, Randolph County, North Carolina in September accusing Heartland Dental of implementing a series of transactions, contracts, documents and agreements to which Dr. Gary Cameron, DDS of Asheboro, North Carolina unlawfully transferred to Heartland Dental; Ownership, Management, Supervision and Control of his dental practice, Asheboro Dental Care..

Dr. Cameron was selling his dental practice to a corporation, “an unlicensed individual or entity.”

Heartland denied Dr. Cameron transferred ownership or management to anyone and maintained Dr. Cameron merely sold certain assets to Heartland then entered into a lawful management agreement with Heartland.

This violates North Carolina’s Dental Practice Act (N.C. Gen. Stat. 90-22) and the Management Arrangement Rule (21 N.C. Admin. Code 126X.0101).

Heartland Dental denied the allegation that Dr. Gary Cameron transferred ownership or management to anyone and maintained Dr. Cameron merely sold certain assets to Heartland Dental then entered into a lawful management agreement with Heartland.

[I’m seriously trying not to roll on the floor while laughing at Heartland’s position]

However, in 2009, Dr. Cameron hired Roger K. Hill and Company to assess and valuate his dental practice and provide him with a valuation of $2,350,800.00.  I’m not even going to get into what was likely done to make sure the the clinic had a high value.

By December 1, 2009 Dr. Cameron and Heartland agreed on a price of $2,450,000.00 PLUS the value of his accounts receivable and entered into a “Letter of Intent to Acquire Certain Assets”.  In this letter of intent it listed the “assets of the Seller” to be:

”All operating assets, leasehold improvements, office equipment, dental equipment, supplies, inventory, trade receivables, licenses, contracts,
trademarks, and other tangible and intangible property necessary to the operation of the Seller”

In January 2010 Dr. Cameron established a new company called Gary Cameron and Associates, P. C. with him being the sole owner.

Central KY Commercial Real Estate Blog: NAI Isaac Brings Kool Smiles Dentistry to Elizabethtown, KY

Central KY Commercial Real Estate Blog: NAI Isaac Brings Kool Smiles Dentistry to Elizabethtown, KY

WARNING to Elizabethtown, Kentucky residents; it looks like you are about to become the unwitting prey of a Kool Smiles dental center. 

Danger to your children awaits.  Remember the dental mill mantra “Patients may be hard to increase, but billable procedures are not!”  Creative dentistry at its best.

I feel Kool Smiles operates illegally in Kentucky under the statues of a Professional Service Corporation (PSC) where by the person owning and directing the “professional service” must be licensed by the “professional” board of the state, in this case the Kentucky Board of Dentistry and the person MUST perform those services. KRS 313.060 (3) no person shall conduct dental practice in their name unless he or she personally performs services as a dentist is such office.  Not less then 1/2 of the officers of a PSC and ALL of the officers other than the secretary and the treasurer shall be qualified persons to perform the professional services. See KRS 274.027 and 274.045 

Why the KY Dental Board ignores its own laws, rules and regulations is beyond me. 

 

See many more Kool Smiles reports by clicking here.

 

CSHM–Small Smiles Dental Centers are among exclusive group of 19 under a “Quality of Care” Corporate Integrity Agreement with US government

There are 346 Corporate Integrity Agreements individuals and corporations have signed with the Office of Inspector General (OIG).  Out of those 346 only 19 have the distinguished designation as being “Quality of Care Corporate Integrity Agreements”.  Church Street Health Management (f/k/a FORBA)  is among the exclusive bunch.

According to the OIG Quality of Care CIA’s:

Small Smiles and Corporate Practice of Medicine

Cashing In by Cashing Out

Penny v. OrthAlliance, Jordan v. OrthAlliance & Glower v OrthAlliance- Corporate Dentistry Ruled Illegal

 

From Hospital and Health Systems Group – June 2008

One example of provider relations going horribly wrong is the OrthAlliance experience. OrthAlliance is an orthodontic practice management company that follows a model common in the industry: the company first purchases the assets and leaseholds held by individual orthodontists or professional orthodontic corporations; then it enters into an agreement with the orthodontist or practice to
provide comprehensive practice management services; and finally, the practice
management company employs the orthodontist’s existing nonprofessional staff. It appears, however, that the arrangements were not as financially successful as several of OrthAlliance’s orthodontists had hoped, and the relationships between OrthAlliance and many of those providers eventually broke down. By 2001, approximatelyfifty-six OrthAlliance-affiliated practitioners and/or  their professional corporations had filed lawsuits in eleven states.

 

2003 Penny v OrthAlliance
Corporate Dentistry Ruled Illegal

From Orthalliance 10-k Annual Report

On March 26, 2003, the U.S. District Court for the Northern District of Texas, in ruling on the plaintiffs’ motion for summary judgment in a case captioned Penny v. OrthAlliance, Inc. , held that, when construed together, the purchase agreements and service agreements between the plaintiffs and OrthAlliance and the employment agreements between the individual plaintiffs and their practices violated Texas statutes prohibiting the unauthorized practice of dentistry and were therefore invalid. In the court’s view, the interrelationship among these agreements allowed OrthAlliance to own, maintain or operate an office or place of business in which it employs or engages the plaintiffs to practice dentistry, in violation of Texas law. In reaching its conclusion, the court noted that OrthAlliance leases or owns and maintains the office space and tangible assets used in the plaintiffs’ practices and provides comprehensive practice

Cashing In by Cashing Out–Small Smiles and the Corporate Practice of Medicine

Listen up!  If you currently work for a dental mill in any capacity this is a must read for you.  If you work for a “chain” dental clinic, it’s for you too.   It lays it all out for the “fake” owners and exactly what can and may happen if you continue to cooperate filling the coffers of Private Equity firms, like Arcapita and FFL.

Excerpt:     

…Children are strapped down to a papoose board to eliminate the time it takes to calm and reassure them before a procedure. Parents are banned from the clinic rooms because they might want to slow the procedure if their child is fearful or in obvious discomfort.

     Unnecessary procedures are performed because the corporation gets paid by Medicaid for every procedure performed, not just the necessary ones. And children get rushed, inadequate, and botched dental work because it’s faster than taking the time to do each procedure properly.

      As the blurred face of the stricken ex-Small Smiles dental assistant explains, it’s all about “production, production, production.” It’s a good mantra for a widget factory. It’s a torture sentence in a dental clinic.

      How are such practices permitted in this day and age? The simple answer is they aren’t –and haven’t been for over a hundred years. Unfortunately, the laws that prevent such practices aren’t systematically enforced, and private equity firms with desires for outsized profits are taking advantage of that fact. They’ve discovered a veritable gold mine in the systematic bilking of Medicaid for their corrupted brand of dental “care”. By inflating the profit margins of these clinics with shoddy and abusive practices, private equity firms can sell the business at an extraordinary profit, with the only fallout being traumatized children who are often too poor to seek recourse – or know that any is due to them…

Click here to read the rest of this brilliant piece!