Two Experts, One Decision: Why Practice Acquisitions Need Both Financial and Operational Due Diligence

# Two Experts, One Decision *Leadership Roots: Weekly Insights for Dental Practice Owners — Issue #12* ## Why Practice Acquisitions Need Both Financial and Operational Due Diligence A dentist I know recently called me, excited about a practice he’d found. In his words, it was “a gem.” It had been owned by the same dentist for decades. Great location, established patient base, reasonable price. The buyer is a sharp clinician who offers several high-dollar procedures the current owner doesn’t. He saw massive potential immediately. Then he took the deal to his CPA. The CPA looked at the P&L and immediately hit the brakes. “No way,” he said. “Don’t buy it. It’s too sticky.” *Too sticky.* He pointed to legitimate concerns: flat revenue for several years, tight margins, and some operational complications. There were intermingled systems that would need to be untangled. The practice would need a new management system. And the seller had mentioned plans that made the CPA nervous about potential future competition. The CPA’s verdict, delivered with the certainty only a numbers guy can have, created friction. The buyer kept repeating those two words: “too sticky.” The dream deal started to feel like a nightmare. Caught between his gut feeling and his CPA’s stern warning, he backed out. The deal died. **And he may have just walked away from a multi-million dollar opportunity.** --- ## The Rearview Mirror and the Windshield Let me be crystal clear: the CPA did his job. As the son of an accountant—my father was an auditor for the State of Ohio for 30 years, auditing cities, school systems, and public agencies—I have immense respect for the profession. Due diligence and accountability were literally his job. Their role is to look at the historical data—the P&L, the balance sheet, the tax returns—and protect you from financial risk. They are masters of cost control, tax strategy, and financial due diligence. **Their job is to look through the rearview mirror and tell you if you’re overpaying for what the practice was.** This is essential. You absolutely need this analysis. But it’s only half the picture. The challenge is that many CPAs also position themselves as business advisors. They’ll tell you whether to buy a practice based on the financials, but dental operations isn’t their area of expertise. Case acceptance, patient reactivation, and the revenue potential of new procedures—these aren’t part of their training or experience. They see the practice as a financial asset to be valued, not an operational system to be optimized. An operator, on the other hand, looks through the windshield. We look at different numbers—and we ask different questions. **We see what the practice could be.** > Think of it this way: the CPA’s role is to ensure the foundation is solid; the Operator’s role is to see if the house can support a second story. When I look at a practice like this one, I see the story behind the numbers: - **Flat revenue?** Of course it’s flat. The owner stopped growing it years ago. - **Tight margins?** That’s an opportunity. It signals outdated systems and operational inefficiencies that can be fixed. - **Intermingled schedules?** A solvable problem with a new PMS, which the practice likely needs anyway. - **Seller competition?** Is someone at the end of their career really going to start a new practice from scratch? Highly unlikely. What the CPA saw as risk, an operator sees as upside. The CPA saw fatal flaws. **An operator sees fixable problems—the price of admission for a practice with a solid foundation and untapped potential.** --- ## Operational Due Diligence: The Other Half of the Picture When you’re buying a practice, you need two experts in your corner. You need a CPA for financial due diligence, and you need an operational analyst for operational due diligence. This isn’t a service we “added” to our repertoire; it is the bedrock upon which Precision Dental Analytics was built. Before we ever took on our first client, we were under the hood of dozens of practices, performing deep-dive evaluations to understand the mechanical reality behind the financial statements. Today, that foundation remains. Of the 61 practices in our latest benchmarking report, **85% were analyzed during the acquisition phase** to ensure the buyer saw the full picture before signing the note. When we do this work, we don’t just say “this practice has potential.” We don’t just hand you a report and wish you luck. We analyze the entire patient journey, benchmark every metric against industry standards, and build a detailed forecast that shows you three scenarios: where the practice is now, where it needs to be for sustainable profitability, and what it could produce at full potential. We quantify each operational gap—down to the dollar—and create a roadmap that prioritizes what to attack first. You’re not walking in blind. You’re walking in with a plan. ### Here’s the difference in what we ask: | CPA Questions | Operator Questions | |---------------|-------------------| | What’s the revenue trend? | Why is revenue flat—lack of demand or lack of capacity? | | What are the margins? | Where is margin being lost—scheduling, case acceptance, collections? | | What’s the AR aging? | What’s causing the AR problem—systems, training, or staffing? | | Is the price fair? | What’s the realistic production potential under new ownership? | | What are the liabilities? | Is this practice a cultural fit for how I practice dentistry? | --- ## Looking Under the Hood When you buy a practice, you’re buying the good habits and the bad habits. **Skipping operational due diligence is like buying a used car without ever looking under the hood.** A practice can look great on paper and be a disaster operationally—or worse, a terrible fit. Clean P&L, solid revenue, decent margins. The CPA says “looks good, buy it.” But when you dig into the operations, you find a toxic team culture, broken systems, patients quietly leaving, or a fundamental mismatch between the buyer’s clinical style and the practice’s patient base. Consider these scenarios: - A bread-and-butter dentist buying a high-end boutique practice - A high-production dentist buying a practice built on slow, relationship-driven care The numbers look fine, but the buyer can’t deliver what the patients expect, and the practice hemorrhages revenue in the first 12 months. Most sales happen this way—without a look under the hood. You walk into a buzzsaw of inherited inefficiency, and unless you find a way to rewrite those legacy habits, you don’t just lose a year of growth; **you stay stuck in that gear in perpetuity.** > A CPA can tell you if the practice is profitable. They can’t tell you if you’ll hate going to work there every Monday morning. Can serious operational issues be rehabbed? Absolutely. But it takes patience, capital, and an operational plan. Walking into that without knowing what you’re facing is how buyers end up underwater on a $1M loan. **Operational due diligence protects you from hidden disasters just as much as it helps you find hidden opportunities.** It tells you what you’re walking into and whether you have the resources and plan to fix it. --- ## Complementary, Not Adversarial We’re not adversaries; we’re complementary. I can’t tell you how to shelter your income or what you can write off. Your CPA can’t tell you how to add $500K in production by improving your case acceptance system—or whether the practice you’re buying is actually a good fit for how you practice dentistry. **The best decisions happen when both lenses are applied.** --- ## Make Your Decision with the Full Picture This dentist let a purely financial analysis make the decision for him. He never got the operational analysis to know whether those warts were dealbreakers or fixable problems. He walked away without ever knowing if he was dodging a bullet or missing an opportunity. He’ll never know. Because he only got half the analysis. And here’s the thing: maybe the CPA was right. Maybe I would have evaluated that practice and agreed wholeheartedly that it was too risky. But maybe not. Maybe the operational upside was massive and the “sticky” parts were solvable. **The point is, you need both perspectives to make an informed decision—especially when you’re about to take on a $1M loan.** How many dentists are making the same mistake? How many are walking away from practices with real potential because a CPA saw warts and called it a day? How many are overpaying for practices that look great on paper but have serious operational issues waiting underneath? Let me be clear: **the numbers absolutely matter.** When we do operational due diligence at PDA, we review the P&L, build budgets, and create forecasts. We’re all about the numbers. But we don’t stop there. We look at what the numbers are telling us about the operations—and more importantly, what they’re not telling us about the potential. A practice is not a static asset—it’s a living, breathing operation. The only way to understand its true value is to look at it through both lenses: financial and operational. --- ## The Bottom Line When you’re evaluating a practice, don’t just ask your CPA if the deal is financially sound. That’s table stakes. **The real question is: what’s the operational upside?** Bring in someone who understands dental operations. Get someone who can look through the windshield with you and show you the road ahead, not just the road behind. **Make your decision with the full picture. Because sometimes, the ‘stickiest’ practices are the ones where the most value is waiting to be untangled.**

Get both financial and operational due diligence. Understand the acquisition’s true potential. Run realistic scenarios to justify your investment. *Leading with you,* **Joe DeLuca**