DSO Offer Comparison Calculator

What offers can this model compare?

The model compares a DSO scenario with a private offer consisting of cash at closing. It does not assume every DSO uses equity or that every private offer is cash-only. A private offer may also include a note, equity, escrow or future conditions. Those terms need a fuller model than this cash-only private case.

Normalize included assets first. A price including real estate or receivables cannot fairly be compared with a price excluding them. Debt payoff, fees, tax, holdbacks and working-capital adjustments need a separate proceeds bridge.

How should you enter uncertain payments?

Future payments are added without a discount for time or risk. A dollar received years later is not economically equivalent to a dollar today, especially when risk differs. The model does not assign a chance of payment or a tax cost. It also leaves out dilution, demands to invest more cash and a discount rate. It is a transparency tool, not a recommendation.

What does the illustrative scenario reveal?

The prefilled scenario has $800,000 of DSO cash and $950,000 of private-offer cash. The DSO cash difference is negative $150,000. Because future equity and earn-out receipts start at zero, the initial scenario exposes that difference directly. All amounts are invented examples, not offers or market norms.

If you enter $300,000 of future equity proceeds and $100,000 of earned contingency, the DSO scenario totals $1,200,000 before omitted adjustments. That result is only as credible as those assumptions. Keep the zero-receipts case visible when discussing risk.

Why is employment income separate?

Compensation requires future work. The tool subtracts assumed annual private-sale work compensation from assumed annual DSO compensation and multiplies by the entered comparison period. The result is a simple difference with no discount for time or risk. It does not adjust for taxes, benefits, hours, output, job loss or different work periods.

Do not add future wages to purchase price when choosing a buyer. A seller who wants to retire has a different choice from one who wants to keep working. Use the case that fits your actual plans.

What documents should support the next review?

Request the final payment terms and equity documents. Ask for details of the entity, its capital structure and the work agreement. Review the earn-out rules, debt, fees and taxes with your advisors. For asset acquisitions, coordinate allocation and reporting with the CPA. (Source: IRS: Form 8594 asset acquisition statement.)

Control seller disclosure while alternatives are being evaluated: a blind summary first, then an NDA and qualification before identifying details. Discuss staff and patient communication as a separate transition workstream. A full comparison includes the life you must lead after signing, not only the number at the top of the offer.

How should you test an uncertain future payment?

Begin with zero assumed equity and earn-out receipts to see the immediate cash comparison clearly. Then enter another explicitly labeled scenario based on assumptions you want to discuss with your advisors. The change in the displayed result shows the arithmetic effect of those inputs; it does not assign a likelihood to either outcome.

Keep the documents behind each input. For an earn-out, identify the metric, measurement period, calculation rights, payment date and dispute procedure. For equity, identify the issuer, security class, distribution rights, transfer restrictions and departure consequences. The DSO rollover guide provides a more detailed review worksheet.

Compare work pay over the same period and for a feasible schedule. A higher annual amount might require more clinical days or different responsibilities. The tool shows work pay separately so you can discuss it. It does not put a price on the personal tradeoff.

Take the results into a complete offer review. Ask the CPA to model cash and taxes. Counsel should review how the agreements work together. A qualified financial advisor can assess the private investment risks. Keep seller identity and practice information within the agreed confidentiality process while alternatives are evaluated.

Which terms could change your preferred offer?

Choose a question that matters to your plans. If you need cash to retire, compare the cash available at closing after the costs still outside this tool. If you want to keep working, read the work terms and schedule on their own. Do not use a hoped-for equity sale to fill a cash gap you cannot afford.

Write down what must happen for each future payment to reach you. Identify who measures the result, when money is due and what happens if you leave. Keep those questions beside the scenario, even when you enter a positive future amount.

Run a case with no future receipts and retain it for the offer review. That case is not a prediction of failure. It shows what the deal would mean if the uncertain part did not pay. A complete decision needs both the upside and the loss you could bear.

Where can you check the agreement questions?

The ADA's DSO agreement resource discusses how employment, equity and termination terms can connect. It is a 2020 review framework, not current law or a standard deal. The SEC's private-placement education explains risks such as limited liquidity and loss; it does not establish the legal form of your particular rollover. Read the actual documents with your advisors. (Sources: ADA: DSO agreements, 2020; SEC: Private placements, retrieved September 2026.)

For the sale process, the ADA recommends professional advice and review of records, contracts and transition matters. Keep those tasks separate from the calculator's arithmetic. (Source: ADA: Selling a practice, retrieved September 2026.)