Due Diligence — The Actual Checklist
The thresholds the pros use, so a practice that 'looked fine' can't be rotten underneath.
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Financials
Get 3 years of tax returns + current-year P&L and monthly collections. You're looking for TREND (flat-to-growing collections), not just totals. Production isn't collection: verify the collection rate is 95%+ (below 90% is a leak you'll inherit).
Accounts receivable: healthy is ≈1.0× one month's production, with ≤20% of it older than 60 days. Bloated AR means the front desk is financing patients for free — and you're about to buy that habit.
Recompute owner earnings (SDE) yourself: owner salary + net + personal add-backs. If the broker's number needs five 'adjustments' to look good, that's information.
Patients & charts
'Active patients' means seen in the last 12–18 months — get the count on that definition, not the database total. Ask for new patients/month (20+ is healthy for a GP) and the hygiene reappointment rate.
Audit ~10% of charts. You're looking for supervised neglect (watched-but-untreated disease), over-treatment patterns, and whether the dentistry matches your style. This is the single best detector of 'the numbers looked fine but the practice was rotten.'
The stuff that isn't in the P&L
Lease: term + options must total 5+ years or lenders balk; check the assignment clause and any demolition clause. Equipment: get an inspection — repairs are negotiated at the seller's expense. Staff: tenure, pay rates, and who might leave with the seller. Payer mix: what % is one PPO? (Concentration = risk.) Delta Premier dependency: if the seller's grandfathered Premier rates drive the revenue, YOU won't inherit them — model the haircut.
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