How To Assume An Equipment Lease

Used dental equipment is bought and sold on a daily basis across Canada. In many instances it is common for the purchaser to assume all or some of the existing leases of the previous owner of the equipment. Equipment leases are an excellent source of financing, yet it can be confusing when one dentist assumes the leases of another. Therefore, there are several reasons to exercise caution when considering assuming the lease of dental equipment.

Leasing companies may charge a penalty to terminate a lease prior to the intended expiry date. These penalties are reasonable because the leasing company had a contract stating that a certain amount of interest was to be paid to them over a specified time period. If the lease is terminated prior to its expiry date, that interest is lost. This is the same as a mortgage company charging three months interest to break a mortgage.

When a dentist joins a practice as a partner (associate buy-in), it is impractical for the owner to cancel leases then have the purchaser borrow the funds from another source (sometimes the same source) the same day. The result is that the owner cancels one equipment lease and then enters into another. This can be costly, time consuming and an inefficient use of legal and accounting resources.

Existing equipment leases can be considered “in-place” financing and are a form of credit that may be required by a purchaser to afford a transaction.

There are several methods of calculating an equipment lease assumption amount. Typically, this amount is applied as a credit on closing towards the purchase price. In other words, if you agree to pay $150,000 for a dental practice and the equipment lease assumption amount is $50,000, you only need to deliver $100,000 on the closing date. Here are some methods of determining the assumption amount:

  • The sum of the remaining payment – This means that the total of all the outstanding payments to be made under the lease is credited towards the purchase price. This is very favourable to the purchaser and the most costly method for the seller.
  • The present value of the payment stream – This is usually calculated using the effective rate of interest of the equipment lease. This is a middle-ground approach that could be considered a compromise as it gives the vendor a little credit for the present value of the money owing in the future.
  • The present value of the remaining payments calculated at the purchaser’s current borrowing rate – This is usually a lower interest rate as a buyer is typically requesting $100,000 or more to buy a practice. Therefore, the purchaser is entitled to a low interest rate when compared to leases of $50,000 or less which would be at a higher effective interest rate.

In order to calculate the amounts described above, the following information is required:

  • the original amount financed on the lease NOT including any taxes;
  • the total number of payments that are to be made (usually 36, 48, or 60);
  • the number of payments that have been made, up to and including the closing date of the transaction;
  • the monthly payment amount, early purchase option amount or lease residual amount payable at the end of the original term of the lease (these three terms mean the same thing). The amount is usually expressed as a percentage of the original amount financed, such as 20 per cent for a 36-month lease, 15 per cent for a 48-month lease and 10 per cent for a 60-month lease. Some leases are written to what is called a “stretch” term. The stretch term is usually seven months added on to a 36-month lease resulting in a 43-month lease; six months added on to a 48-month lease resulting in a 52-month lease; and five months added on to a 60-month lease resulting in a 65-month lease. Your leasing company can explain why this is necessary to qualify for tax exemptions.

Once you have this information, it is possible to calculate the equipment lease assumption amount using the methods described above. Unfortunately, there may be other variables as well. In some instances, GST and PST can be factored into a lease assumption and sometimes not, depending on the purchaser’s or vendor’s tax liability on the sale of the leased assets. For example, equipment is PST taxable if sold to a purchaser, whether leased or not. Leaseholds are not usually GST taxable. Other exemptions exist on certain transactions of which your accountant may or may not be aware, so please copy this article for future reference or contact the author for further information.

This is necessary technical information because this issue arises in at least half of the transactions I have seen. It can become a serious problem when there are two dentists, two lawyers, two accountants and a leasing company involved in the calculations. A great deal of time and effort can be wasted on this one issue alone, frustrating all parties to an otherwise simple transaction.

If you have used a professional appraiser or broker, he or she should understand this information completely. This is another reason why you may consider retaining those services. My suggested formula, which I believe is fair to all parties when assuming leases, is this:

  • Calculate the present value of the remaining payment at the borrower’s present lending rate. This favours the buyer.
  • Include on PST in the calculations, not GST. This works in favour of the vendor.
  • Buy-outs, early purchase options and residual payments should not be included if you are calculating the present value to the stretch term (that is, 43, 52 or 65 months).
  • A purchaser should not assume a lease that is more than 75 per cent paid off. I suggest that the seller pay it out altogether.

This article is not to be relied upon as professional legal or accounting advice. Please consult with your advisors before signing leases at any time. You may wish to copy this article and file it with your equipment lease information. I also recommend sending a copy to your accountant if you have any leases that are likely to be shared with another dentist now or in the future.

Ontario Dentist – May 2000