Tag
#Due Diligence
23 articles
The Point Guard: The Key-Person Risk Financial Diligence Can't See
The owner produced 4.8% of the practice — and originated 24.6% of everything it diagnosed. Diagnostic dependency is the key-person risk no QoE report measures.
The Completion Gap: Why Case Acceptance Is Not the Truth Metric
Most practices report case acceptance near 75%; a verified 90% is about one in a hundred. Acceptance is a decision at a moment; treatment-plan completion is the proof. The Completion Gap is the distance between them, how to measure it, and why a buyer pays for completed care, not accepted plans.
The Second Bite: How Rollover Equity Works and Who Gets Paid First
Rollover equity is a security — minority, illiquid, leveraged, with an exit you don't control. The five questions that decide whether it's a second bite or a second haircut.
The Clinical Ledger: The Half of Practice Value Your P&L Cannot Show
Every dental practice has two ledgers. The financial ledger records results; the Clinical Ledger reconstructs the system that produced them — and whether it transfers.
The Blind Claim: The Three Hidden Failure Points Where Your Enterprise Value Is Actually Decided
Buy-side diligence rebuilds your EBITDA from your PMS data. The three failure points where enterprise value is decided — and how sellers defend each one.
The 3% Myth: What the Insurance Utilization Stat Is Actually Hiding
Why the 3% insurance utilization stat is a denominator problem — and what a 94% case acceptance rate on $320 average presentations is actually hiding.
Toxic Top-Line: The Revenue That Counts Until Someone Checks
A $12M practice with clean books carried $227K of production a buyer's analyst refused to price. Real revenue, collected and booked — but not defensible. One code ratio exposed $650K of enterprise value, and the fix was paperwork.
The CPA Trap: Why Financial Historians Cannot Fight Data Wars
Your CPA is a trusted advisor and a skilled financial historian — and structurally unequipped to defend a practice sale. Why QoE teams bypass the General Ledger, attack the Clinical Ledger, and what a seller's defense actually requires.
The Broker's Prospectus: A Marketing Brochure, Not a Forensic Baseline
A broker's prospectus is a marketing brochure, not due diligence. Why buying a dental practice on reported collections and a few KPIs is a faith-based multiple — and what a forensic clinical baseline reveals that the prospectus hides.
The Consultant's Mirage: Why Standard Advice Fails a Dental QoE Audit
The standard dental consultant advice — boost production, cut overhead — is exactly what gets your EBITDA slaughtered in a buyer's Quality of Earnings audit.
The LOI Is Not the Deal: The Chronological Anatomy of a 90-Day Enterprise Value Extraction
85% of dental practice sellers lose enterprise value after the buyer's Quality of Earnings audit. Here is the exact chronological anatomy of what happens inside the 90-day exclusivity window — and how $4.2M becomes $3.15M.
They Knew What They Were Walking Into: Why the Era of Buying a Dental Practice on Faith Is Ending
Most dental practice buyers look at tax returns, check the equipment, and sign the papers. The smartest buyers run forensic evaluations that expose the gap between a broker's prospectus and what the practice management software actually shows.
Sign Here: What a Seller's Refusal to Provide Documents Actually Signals
When a dental practice seller stonewalls on operational reports during due diligence, the refusal itself is data. Why buying a practice without independent diligence is like buying a car based only on the seller's Carfax.
The Defense Gap: How Private Equity Monetizes Asymmetric Diligence in Dental M&A
Institutional buyers spend $1.2M to $3M on diligence per lower-middle-market deal; sellers spend almost nothing. 85% of deals are re-priced after the LOI (SRS Acquiom), and in dental the extraction runs through five years of PMS data. The Defense Gap, the mechanism, and what closes it.
The 40 Gets You Drafted: The Gap Between Clinical Excellence and Practice Ownership Readiness
Dental school is your 40-yard dash — it proves you have the tools. But buying a practice is the Super Bowl. Why the dentists who stick close the knowledge gap before they sign the LOI.
Governance Debt: The Compounding Liability Silently Eroding Your Practice's Enterprise Value
Governance debt — compliance gaps, undocumented SOPs, key-person risk — compounds silently and surfaces during due diligence. Here's how to quantify and eliminate it before a buyer's algorithm does.
The Dental Practice Data Room: What to Build, How to Structure It, and Why Starting 5 Years Early Changes Your Multiple
Most sellers assemble data rooms in 60 days. Here's the forensic-grade folder structure PE buyers actually expect — and why building it early changes your multiple.
The Data Room Nobody Builds: What Buyers See That Sellers Never Prepare
A QoE team spends 30 days dismantling the story you spent 30 years building. Sellers who pre-audit their data room dictate the terms of their exit.
The Due Diligence Ambush: How PE Weaponizes Your Data to Hijack Your Exit
Private Equity QoE teams extract raw PMS data to systematically dismantle your EBITDA. A $3M group lost $13.8M in enterprise value to unsanitized data.
EBITDA Laundering: The Clinical Blind Spot in Dental M&A
The EBITDA Laundering blind spot in dental M&A: how compliant-looking revenue masks clinical fraud that survives standard due diligence.
Habit Debt: The Hidden Cost You Inherit When You Buy a Practice
When you buy a dental practice you inherit its habits: an 18% broken-appointment rate, 45% case acceptance, 75% reappointment. Why the P&L can't see it and the five metrics that can.
The "Cash Flow" Mirage: Why Profitable Practices Go Broke in Year 1
The prospectus shows $280,000 in free cash flow. Year one brings market-rate wages, 10–15% attrition, debt service, and deferred equipment — a ~$330,000 swing. The Double Crush, itemized.
Two Experts, One Decision: Why Practice Acquisitions Need Both Financial and Operational Due Diligence
Why dental practice acquisitions fail when only a CPA is involved: the financial story and the operational story are different. Both are required for a defensible due diligence outcome.