A physician buyer should understand earnings quality, working capital, financing, tax structure, transition risk, and the cash required after closing.
Normalize owner compensation, personal or discretionary items, one-time costs, staffing gaps, unusual collections, and changes in payer or procedure mix. Historical cash flow must be reconciled to the story in the offering materials.
Purchase form can change legal exposure, tax basis, depreciation or amortization, contracts, credentialing, and the seller’s incentives. Tax analysis should be coordinated with transaction counsel before documents are final.
Estimate payroll, rent, supplies, debt service, tax deposits, insurance, technology, and the time between providing services and collecting cash. A deal can look affordable while leaving the buyer undercapitalized.
Model debt, seller financing, earnouts, holdbacks, transition support, and reasonable downside cases. The model should make assumptions visible and should not substitute for legal diligence or valuation work.