Getting ready for due diligence requires the seller to plan ahead, but the investment of time can pay off in several ways. First, anticipating the types of information that a buyer may want will help minimize delays that can lead to a loss of momentum in negotiations. In addition, having an advance preparation strategy bolsters the impression that the seller’s business is run professionally. That may increase the prospective buyer’s confidence in the value of the company and could lead to a higher sale price.
Here are some of the major areas that sellers should anticipate when preparing to run the due diligence gauntlet.
Any buyer will (or should) want to undertake a comprehensive financial review of the business. For larger (over $2 million) transactions, the seller also should prepare audited financial statements (balance sheets, earning statements, and cash flow statements) for the current year-to-date and the three prior years. Buyers also will want to inspect the business property and equipment.
Sellers should have a list of expenses that will not be considerations for a buyer, including what the current owner takes out of the business and any related expenses such as “fringe benefit” expenses like golf club memberships, company paid vehicles, and the like.
Itemize the company’s intellectual property (IP), such as patents, inventions, designs, copyrights, trademarks, service marks, trade secrets, computer programs, confidential information, and know-how. This should include a list of company IP as well as the documents, including any licensing or royalty agreements, relating to use of the IP.
Help the buyer understand how your business works by summarizing current processes and procedures, listing key supplier and vendor relationships, explaining inventory management, management systems, and customer relations.