Lucido Global Business Brokers

Lucido Global Business Brokers

Adding Value, Creating Wealth

  • Home
  • About Us
    • About Us
    • Suite of Services
    • Our Team
  • Buying a Business
    • Buying a Business
    • Buying a Business Tutorial
  • Selling a Business
    • Selling a Business
    • Selling a Business Tutorial
  • Visas & Immigration
  • Businesses For Sale
    • Featured Businesses
    • Florida Businesses
  • Blog
  • Contact Us

The Deal Is Almost Done — Or Is It?

By Rod Burns Oct 8

The Letter of Intent has been signed by both buyer and seller and everything seems to be moving along just fine. It would seem that the deal is almost done. However, the due diligence process must now be completed. Due diligence is the process in which the buyer really decides to go forward with the deal, or, depending on what is discovered, to renegotiate the price – or even to withdraw from the deal. So, the deal may seem to be almost done, but it really isn’t – yet!

It is important that both sides to the transaction understand just what is going to take place in the due diligence process. The importance of the due diligence process cannot be underestimated. Stanley Foster Reed in his book, The Art of M&A, wrote, “The basic function of due diligence is to assess the benefits and liabilities of a proposed acquisition by inquiring into all relevant aspects of the past, present, and predictable future of the business to be purchased.”

Prior to the due diligence process, buyers should assemble their experts to assist in this phase. These might include appraisers, accountants, lawyers, environmental experts, marketing personnel, etc. Many buyers fail to add an operational person familiar with the type of business under consideration. The legal and accounting side may be fine, but a good fix on the operations themselves is very important as a part of the due diligence process. After all, this is what the buyer is really buying.

Since the due diligence phase does involve both buyer and seller, here is a brief checklist of some of the main items for both parties to consider.

Industry Structure

Figure the percentage of sales by product line, review pricing policies, consider discount structure and product warranties; and if possible check against industry guidelines.

Human Resources

Review names, positions and responsibilities of the key management staff. Also, check the relationships, if appropriate, with labor, employee turnover, and incentive and bonus arrangements.

Marketing

Get a list of the major customers and arrive at a sales breakdown by region, and country, if exporting. Compare the company’s market share to the competition, if possible.

Operations

Review the current financial statements and compare to the budget. Check the incoming sales, analyze the backlog and the prospects for future sales.

Balance Sheet

Accounts receivables should be checked for aging, who’s paying and who isn’t, bad debt and the reserves. Inventory should be checked for work-in-process, finished goods along with turnover, non-usable inventory and the policy for returns and/or write-offs.

Environmental Issues

This is a new but quite complicated process. Ground contamination, ground water, lead paint and asbestos issues are all reasons for deals not closing, or at best not closing in a timely manner.

Manufacturing

This is where an operational expert can be invaluable. Does the facility work efficiently? How old and serviceable is the machinery and equipment? Is the technology still current? What is it really worth? Other areas, such as the manufacturing time by product, outsourcing in place, key suppliers – all of these should be checked.

Trademarks, Patents & Copyrights

Are these intangible assets transferable, and whose name are they in. If they are in an individual name – can they be transferred to the buyer? In today’s business world where intangible assets may be the backbone of the company, the deal is generally based on the satisfactory transfer of these assets.

Due diligence can determine whether the buyer goes through with the deal or begins a new round of negotiations. By completing the due diligence process, the buyer process insures, as far as possible, that the buyer is getting what he or she bargained for. The executed Letter of Intent is, in many ways, just the beginning.

Buying a Business – Some Key Consideration

  • What’s for sale? What’s not for sale? Is real estate included? Is some of the machinery and/or equipment leased?
  • Is there anything proprietary such as patents, copyrights or trademarks?
  • Are there any barriers of entry? Is it capital, labor, intellectual property, personal relationships, location – or what?
  • What is the company’s competitive advantage – special niche, great marketing, state-of-the-art manufacturing capability, well-known brands, etc.?
  • Are there any assets not generating income and can they be sold?
  • Are agreements in place with key employees and if not – why not?
  • How can the business grow? Or, can it grow?
  • Is the business dependent on the owner? Is there any depth to the management team?
  • How is the financial reporting handled? Is it sufficient for the business? How does management utilize it?

Categories: Buyer Articles

Prev
Next

Featured Businesses

Subscribe to our Newsletter

No worries, your information is safe with us. We hate spam too!

From Our Blog

Ownership Transition Survey Results

January 15, 2021

Mass Mutual Life Insurance produced an ownership transition survey back about a decade ago.  The … Read More »

The Importance of Owner Flexibility

December 18, 2020

You shouldn’t expect to sell your company overnight.  For every company that sells quickly, there … Read More »

Getting the Most Out of Confidentiality Agreements

December 12, 2020

When it comes to buying or selling a business, there is no replacement for a solid confidentiality … Read More »

How to Optimize Your Chances of Selling Your Business

December 5, 2020

The simple fact is that selling your business is likely to be the single most important financial … Read More »

Insights from BizBuySell’s 3rd Quarter Insight Report

November 28, 2020

Most business buyers and sellers are wondering what 2021 and beyond will bring.  BizBuySell and … Read More »

Zeroing in on Goodwill

November 24, 2020

Goodwill is a term that might cause a little confusion for some.  But at its heart, it is a … Read More »

Global Business Brokers

Contact Us

Lucido Global Business Brokers
Keller Williams Coral Gables
550 Biltmore Way PH II A-B
Coral Gables, FL 33134
Office (305) 662-7325
Direct (954) 913-5464
rod@globalbusinessbrokers.net

Adding Value, Creating Wealth

  • Ownership Transition Survey Results
  • The Importance of Owner Flexibility
  • Getting the Most Out of Confidentiality Agreements
  • How to Optimize Your Chances of Selling Your Business
  • Insights from BizBuySell’s 3rd Quarter Insight Report

Join Our Team

Copyright © 2021 Lucido Global Business Brokers
MENU
  • Home
  • About Us
    • About Us
    • Suite of Services
    • Our Team
  • Buying a Business
    • Buying a Business
    • Buying a Business Tutorial
  • Selling a Business
    • Selling a Business
    • Selling a Business Tutorial
  • Visas & Immigration
  • Businesses For Sale
    • Featured Businesses
    • Florida Businesses
  • Blog
  • Contact Us