Illustrative decision record

A favorable-looking acquisition becomes a renegotiate-or-walk case.

Every number below is a teaching example. It demonstrates the structure of a decision record and is not a valuation benchmark or forecast.

DecisionAcquire Target A?

Current postureRenegotiate or walk

Seller ask$1.18M

Assumed downside ceiling$865K

Transparent gap$315K

Decision dateIllustrative

Required reviewDental CPA, counsel, lender, clinical reviewer

The $865K ceiling is a supplied teaching assumption; this page does not derive or validate it. Calculate a real ceiling from documented cash, debt terms, complete capital needs and protected reserves.

01 · Stop-and-verify conditions

Resolve the open evidence and funding conditions before committing.

ClearAuthority to sell

Entity and signatory records reconcile.

UnresolvedClinical values and transfer

Crown-heavy production requires blinded, tooth-level independent review.

UnresolvedAttributable records

Provider-level collections and earned A/R do not yet reconcile.

ConditionalFamily and capital boundary

The seller’s ask exceeds the illustrative ceiling. This check remains open until a revised price and complete funding case preserve practice and household reserves.

02 · Buyer-repeatable collections bridge

The asking price was built on cash the buyer may not repeat.

Reported collections$1.48M

Seller-only or nonrecurring activity−$178K

Buyer clinical-model exclusions−$74K

Patient and referral loss−$48K

Buyer payer and fee effect−$35K

Collection loss−$20K

Buyer-repeatable steady-state collections$1.125M

In this fictional review, five provisional adjustments reduce steady-state collections to $1.125M. Clinical review and provider-level cash attribution remain unresolved, so the buyer does not commit at the current ask. Obtain those reviews and a funded counteroffer case. Prior-service receipts, deferral, prepayments and reserves need separate timing schedules.

03 · Scenarios

One attractive base case is not enough.

CaseCollectionsImmediate cash needAffordability posture

Seller presentation$1.48M$125KAppears financeable

Buyer-repeatable base$1.125M$225KThin at ask

Downside$1.01M$280KAsk exceeds ceiling

04 · Conditions that change the decision

State the facts that would pause, renegotiate, or reverse the decision.

The target cannot substantiate buyer-repeatable provider collections.
Independent clinical review finds unsupported treatment or a values gap the buyer cannot ethically continue.
Key payer contracts cannot transfer or be replaced on acceptable terms before cash runway is exhausted.
Immediate equipment, lease, staffing, and working-capital needs push total commitment above the downside ceiling.
A dental shell or startup alternative reaches the same patient segment with materially less risk-adjusted cost.

05 · Next evidence requests

Convert uncertainty into assigned work.

Seller / accountantProvider-level production, adjustments, collections, and bank reconciliation

Needed before the earnings base is accepted.

Clinical reviewerBlinded sample stratified by provider, patient cohort, and crown/direct-restoration history

Needed before treatment-mix transfer is priced.

Benefits specialist / counselExecuted contracts, fee schedules, leasing clauses, amendment rights, and credentialing timeline

Needed before payer portability is credited.

Buyer / lenderDownside sources-and-uses case without disclosing the maximum approval to seller-side vendors

Needed to set the walk-away ceiling.

Build your own record

Start with the decision—not the seller’s binder.

Choose the path and gather only the evidence that resolves the next gate.

Choose a practice path