Due Diligence
The due diligence process is used by a buyer to assess the benefits
and liabilities of a proposed acquisition by researching all relevant
aspects of the past, present, and predictable future of the business.
The seller should be aware that the due diligence process begins from
the moment a buyer identifies his company as a possible purchase. The
impression that a buyer gets in the early stages of his investigations
will critically shape his view of whether this is a "good deal"
or not and will therefore set the tone of the negotiations.
To proceed, the buyer needs to analyze the company in greater depth
to determine whether everything has been represented properly, whether
he or she indeed wants to buy the company, and, if so, the appropriate
price to pay. This in-depth analysis is known as due diligence.
The actual procedures are tailored to each specific situation. The
primary objectives include evaluations of all key operational areas
of the business, a review of all legal and contractual aspects of the
business, and an analysis of the financial statements to identify exactly
what you are buying and to identify and quantify the potential risks
and rewards.
The due diligence will want to gather as much information as possible
about the business. The investigation might possibly include the following:
Profit &Loss Statements: Monthly financial statements for the
last 2 to 3 years and for current year-to-date. Possibly balance sheets.
Accounts Receivable (A/R) trial balance for most recent month, Accounts
Payable (A/P) trial balance for most recent month and Description and
analysis of any other Payables or Receivables.
Copies of any recent real estate or equipment appraisals.
Products and Services overview, Sales brochures, price lists, product
literature, etc.
Stock Movement and holding: Inventory listing for most recent month
Sales history and projections.
Banking Statements: Deposit Books and cashbook.
Details of any development work currently being done: Work in progress,
Estimate of cost and schedule to complete work.
Staffing: Resumes/background of key personnel, Breakdown of employees
by department, Copies of any employment agreements, Description of any
employee benefit plans, Details of any labor contracts or agreements.