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2. Due Diligence Outline
2
Financial Due Diligence
Technology/Intellectual
Property
Customer/Sales
Strategic Fit with Buyer
Material Contract
Employee
Management Issues
Litigation
Taxation
Insurance, Antitrust &
Regulatory Issues
Environmental Issues &
General Business Affairs
Marketing & Business
Development
Competitive Analysis
Due Diligence Summary
13. Key Financial Ratios (1/2)
13
10
P/E Ratio
(Price-to-Earnings)
Q1 FY18
Return
on Assets
Q1 FY18
10%
10
Debt to Equity
Ratio
Return on
Equity
10%
10
Current Ratio
Return on
Investment
10%
10
P/E Ratio
(Price-to-Earnings)
Q2 FY18
Return
on Assets
Q2 FY18
10%
14. Key Financial Ratios (2/2)
14
Liquidity
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Profitability
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Activity
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Solvency
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19. Conclusion
19
Are the Company’s Financial statements Audited, and if so for how long? Add your comments here
Do the Financial statements set forth all liabilities of the company, both current & contingent? Add your comments here
Are the margins for the Business growing or deteriorating? Add your comments here
Are the Company’s projections for the future and underlying assumptions reasonable and believable? Add your comments here
How do the Company’s projections for the current year compare to the board-approved budget for the same period? Add your comments here
What normalized working capital will be necessary to continue running the business? Add your comments here
What is the condition of assets and liens thereon? Add your comments here
Has EBITDA and any adjustments to EBITDA been appropriately calculated? Add your comments here
21. Technology/Intellectual Property
21
What domestic and foreign patents (and patents pending) does the company have? Add your comments here
Has the company taken appropriate steps to protect its intellectual property Add your comments here
What registered and common law trademarks and service marks does the company have? Add your comments here
What copyrighted products and materials are used, controlled, or owned by the company? Add your comments here
Is the company involved in any intellectual property litigation or other disputes? Add your comments here
What technology in-licenses does the company have and how critical are they to the company’s business? Add your comments here
Has the company granted any exclusive technology licenses to third parties? Add your comments here
What indemnities has the company provided third parties with respect to possible intellectual property disputes or problems? Add your comments here
24. Customer Concentration Issues/Risk
24
Analysis
Control Action
RISK
MANAGEMENT
Analysis
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Control
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Action
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26. Other Customer Focus Areas
26
Are there any warranty issues with current or former customers?
Add your comments here
What is the customer backlog?
Add your comments here
What are the sales terms/policies, and have there been any unusual levels of returns/ exchanges/ refunds?
Add your comments here
How are sales people compensated/motivated, and what effect will the transaction have on the financial
incentives offered to employees?
Add your comments here
What seasonality in revenue and working capital requirements does the company typically experience?
Add your comments here
28. Business Compatibility
28
List of products, services,
or technology the buyer
doesn’t have?
Add your comments here
Will the company provide key
people and if so what is the
likelihood of their retention
following the closing?
Add your comments here
What revenue
enhancements will occur
after the acquisition?
Add your comments here
29. Financial Compatibility
29
Add your
comments here
What integration will be necessary, how long will the process take,
and how much will it cost?
Add your
comments here
What cost savings and other synergies will be obtainable after the
acquisition?
Add your
comments here
What marginal costs (e.g., costs of obtaining third party consents)
might be generated by the acquisition?
33. Management Organizational Chart
33
Robert Fowler
Marketing Director
Bill Durbin
Marketing Communication
Manager
David Johnson
Business Development
Manager
Tony Williams
Marketing Communication
Manager
Lora Blair
Marketing Communication
Manager
Kate Jeter
Responsibility 1
Cindy J. Florence
Employee
Tina Mou
Employee
Rosie Green
Employee
Max Brown
Employee
Stephen Woods
Employee
Jennie Curry
Employee
David Meyer
Employee
Grace Maria
Employee
Derek Crisp
Responsibility 2
James Kristy
Employee
Dona Madina
Employee
Julie Warren
Employee
34. Key Issues
34
Summary of labor disputes
Add your comments here
Summary of management incentive or bonus plans
Add your comments here
Schedule of compensation paid to management showing separately salary, bonuses, & non-cash compensation
Add your comments here
Employment and consulting agreements, loan agreements
Add your comments here
40. Taxation Checklist
40
S.No. Checklist Y/N
1 Federal, state, local, and foreign incomes sales and other tax returns filed in the last five years
2 Government audits
3
Copies of any correspondence or notice from any foreign, federal, state, or local taxing authority regarding any filed tax
return
4 Tax sharing and transfer pricing agreements
5 Net operating losses or credit carryforwards
6 IRS Form 5500 for 401(k) plans
7 Agreements waiving or extending the tax statute of limitations
8 Allocation of acquisition purchase price issues
9 Correspondence with taxing authorities regarding key tax items
10 Settlement documents with the IRS or other government taxing authorities
Yes No
42. Antitrust and Regulatory Issues
42
Analyzing scope of any
antitrust issues
Add your comments here
If the company has been
involved in prior antitrust or
regulatory inquiries or
investigations
Add your comments here
How consolidation trends in
the company’s industry might
impact the likelihood and
speed of antitrust or
regulatory approval
Add your comments here
43. Insurance Checklist
43
S.No. Checklist Y/N
1 General liability insurance
2 D&O insurance
3 Intellectual property insurance
4 Car insurance
5 Health insurance
6 E&O insurance
7 Key man insurance
8 Employee liability insurance
9 Worker’s compensation insurance
10 Umbrella policies
Yes No
46. General Corporate Matters
46
List of current officers and
directors
Point 1
Point 2
Point 3
Point 4
Lists of all security holders
Point 1
Point 2
Point 3
Point 4
List of subsidiaries and
their respective charter
documents
Point 1
Point 2
Point 3
Point 4
List of “No-shop” or
exclusivity obligations
Point 1
Point 2
Point 3
Point 4
01 02 03 04
47. Related Party Transactions
47
Add your comments here
Any direct or indirect interest of any officer,
director, stockholder or employee of the
company in any business that competes with
or does business with the company
Add your comments here
Any agreements with any officer,
director, stockholder or employee that
is entitled to compensation
Add your comments here
Any agreements where any officer, director,
stockholder or employee has an interest in
any asset
48. Governmental Regulations, Filings, and Compliance with Laws
48
Plan Documentation
Plan Operations
Non-discrimination Testing Results
Government Reporting and Filing
Government Documents
49. Property
49
Deeds
Title Reports
Operating
Leases
Deeds of Trust & Mortgages
Financing Leases Leases of Real
Property
Other interests in Real Property
01
02
03
04
05
06
07
Highlight the
documents which are
found satisfactory
during Due Diligence
process
52. Business Development Process
52
› Blog Posts
› Articles
› Web Content
› Videos
› E-Newsletter
› Webinars
› E-Books
› White Papers
› Phone Consultations
› Demos
› Assessments
› Your Text Here
› Your Text Here
Attract Visitors Gather Contact Info More Interaction Request a Proposal
56. Competitor Analysis
56
› Good Service
› Small Product Range
› We provide maintain flexibilty
› Good Service
› Small Product Range
› Competitor 1 provide maintain flexibility
› Good Service
› Small Product Range
› Competitor 2 provide maintain flexibility
› Good Service
› Small Product Range
› Competitor 3 provide maintain flexibility
› Good Service
› Small Product Range
› Competitor 4 provide maintain flexibility
› Good Service
› Small Product Range
› Competitor 5 provide maintain flexibility
› Small Product Range
› inflexible
› Insufficient Service
Own Business
Competitor 1
Competitor 2
Competitor 3
Other
Competitor 5
Competitor 4
Market Leader Challenger Niche Competitor Explanations
Competitors
61. 30 60 90 Days Plan
61
30 Days
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60 Days
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90 Days
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62. Financial
62
Revenue
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Deposit
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Net Income
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63. Bar Chart
63
$0 $20 $40 $60 $80 $100
2018
2019
2020
In Dollars
Product 01
Product 02
Product 03
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64. Dashboard
64
30%
Minimum
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50%
Medium
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70%
Maximum
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65. Our Mission
65
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Vision
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Mission
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Goal
66. Timeline
66
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2016
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2017
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2018
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2019
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2020