Purchasing a dental practice: the file your lender and attorney read

Updated

Purchasing a dental practice generates a file, and the file is read by three people with different questions. The lender wants the returns and the collections to prove the earnings cover the note. The attorney wants the lease, the contracts and the purchase agreement to prove what is being bought and on what terms. The accountant wants the asset list and the allocation to prove what the price becomes on the return. The buyer is the only one who reads all of it, which is why the file needs a keeper.

What the lender reads

Three years of federal returns, the profit and loss statements, production and collections by provider, and the buyer's own funding stack. On the calculator's example the lender is testing $68,731.68 a year of payments against $90,000 of earnings after the buyer's pay, and reading 131% coverage. They will rebuild that figure from the returns, so the returns are the first item on the list.

What the attorney reads

The lease and its assignment clause, the staff contracts and pay, any associate agreements with restrictive covenants, insurance participation contracts, and the purchase agreement itself with the seller's transition and non-compete terms. None of it is arithmetic and all of it decides whether the arithmetic survives the first year.

What the accountant reads

The equipment list with ages, the supplies inventory, the value put on patient records and goodwill, and the allocation of the price across them that both sides report to the IRS on the asset acquisition statement. The dental practice purchase is one transaction to the buyer and several to the tax return, and the split is agreed before closing or argued after it.

Questions people ask about purchasing a dental practice

Who should keep the file?

The buyer. Everyone else keeps their part. The register in Pro is built to be that file: each document with the date requested and received, readable by your attorney and lender without them editing it.

How many documents is normal?

The checklist sheet's worked example uses 24. A practice with several associates, imaging leases and insurance contracts runs longer; enter your own count and the sheet tells you the chase rate.

Is the allocation negotiable?

Yes, and it usually is negotiated, because the split that suits the seller's tax position rarely suits the buyer's. Your accountant argues it; the register records what was agreed.

Sources

Related answers

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