Acquisition playbook

Will the clinical production transfer—or leave the buyer with obligations?

A buyer can inherit revenue, patient expectations, open treatment, warranties, remakes, and retreatment exposure created by a clinical model they cannot or will not reproduce. Screening metrics locate the review; they do not prove overtreatment.

Minimum dataset

Request enough history to separate a pattern from a final-period story.

Use lawful de-identification and an authorized review process. Do not place patient-identifiable records in public tools or ordinary AI systems.

A

Procedure history

Date, provider, location, code, tooth/surface where relevant, submitted/allowed/adjusted/collected amount, and payer class.

B

Patient cohort

De-identified patient ID, new/established status, first-visit date, age band, payer, and active/recall definition.

C

Treatment planning

Plan and diagnosing provider, planned, accepted, declined/deferred, completed, and elapsed time.

D

Clinical documentation

Exam, images, periodontal records, diagnosis/prognosis, alternatives, consent, communications, and follow-up availability.

E

Quality and reversals

Remake, refund, credit, write-off, retreatment, complaint, payer/board inquiry, lab remake, warranty adjustment, and emergency return.

F

Referral and capacity

Recommendations and completions, services retained, doctor/hygiene days, booked hours, cancellations, new-patient exams, and provider departures.

G

Seller transition

Workback days, covenant, presale-work responsibility, indemnity, reserve, chart review, open cases, and patient communication.

Use the schema to control extraction—not to make a diagnosis.

The example is fictional and de-identified. The code row alone is not a clinical conclusion.

Clinical-transfer fieldbook · CSV · 32 fields · Includes one fictional de-identified example row · v2026.07

Screening metrics

Question generators—not verdicts.

Adjusted production and collections per doctor day and per active patientCrowns/onlays per 100 unique adult patients and crown-to-direct-restoration ratioFirst-12-month treatment for new patients versus established patientsPlanned → accepted → completed conversion and elapsed timeRemakes, refunds, credits, retreatment, complaints, and emergency returns per 100 unitsSeller versus associate mix, productivity, referrals, and procedure concentrationFinal 12 and 24 months versus the preceding 36 monthsRevenue dependent on procedures the buyer would not independently diagnose or perform

Independent chart review

Do not let the seller hand-select only attractive charts.

Predefine a sample that includes random active and inactive patients, every material provider, ordinary and high-production months, high-value cases, new patients, remakes/refunds/complaints, periodontal care, proposed-but-uncompleted cases, emergency returns, and enough presale treatment to estimate post-close exposure.

The reviewer should be independent, appropriately licensed or otherwise acting within lawful scope, and blinded to the desired price where practical. The review asks whether the record supports assessment, diagnosis, findings, alternatives, consent, performed treatment, communications, and follow-up—not whether a billing code merely appears.

Three economic cases

Price what this buyer can ethically and operationally reproduce.

Seller-reproduction case

The buyer can clinically and operationally reproduce the seller’s supported mix.

Values-and-capability case

The buyer counts only work they would independently diagnose and are trained, willing, and staffed to deliver.

Independent-review case

Unsupported, uncertain, nontransferable, or high-retreatment-risk production is excluded or discounted.

No double count

Use a recurring adjustment for future production lost and a separately supported one-time reserve for inherited obligations.

Young-practice / rapid-exit audit

Test maturity without inventing motive.

DenQAI’s reviewed sources do not establish a general “overtreat for four years, then sell” trend. Test the actual practice instead: ask whether its operating history, cohort maturity, evidence quality, and transferable production justify the goodwill.

Entity, site, brand, first-clinical-operation, and current-owner ages do not agreeLimited mature patient cohorts or low repeat, recare, and hygiene historyFinal-period increase in high-value treatment without a documented clinical and cohort explanationProduction concentrated in the seller or in procedures the buyer cannot reproduceRemakes, refunds, complaints, adjustments, or emergency returns absent from the sale memorandumStaff churn, recent cosmetic upgrades, equipment liens, deferred maintenance, or expiring warrantiesTax, PMS, claim, deposit, and bank records do not reconcilePrice depends on annualized recent months rather than verified multi-year performance
Chronology ruleentity age ≠ site age ≠ brand age ≠ clinical operating age ≠ current-owner tenure

Reconstruct formation, DBA, NPI, license, radiation, permit, occupancy, lease, UCC, first claim/deposit/patient/payroll, team, marketing, listing, and broker-engagement dates. Each mismatch creates a question, not a misconduct finding.

Convert the finding into structure

Adjust recurring value, reserve inherited obligations, and define presale-work responsibility.

Carry the independent-review case into the buyer-repeatable cash bridge and counteroffer. State the evidence, the amount, the duration, the non-double-count rule, and the transition protection requested.