Logo

    Seller's Perspective: Due Diligence

    enFebruary 14, 2022
    What was the main topic of the podcast episode?
    Summarise the key points discussed in the episode?
    Were there any notable quotes or insights from the speakers?
    Which popular books were mentioned in this episode?
    Were there any points particularly controversial or thought-provoking discussed in the episode?
    Were any current events or trending topics addressed in the episode?

    About this Episode

    In today's episode, we are talking about the due diligence process from the perspective of a seller and what to expect.

    What's in before an LOI:

    Corporate performance

    • Market share
    • Leadership
    • Technical IP
    • Brand and intangibles
    • Key accounts

    Financial performance

    • Revenue
    • Gross Margin
    • EBITDA
    • Operating Income

    Market conditions 

    • Market share
    • Comparative valuations / deals
    • Transaction motives


    Once a seller has disclosed with a degree of accuracy these 3 main metrics (with several sub metrics) it is acceptable to expect a letter of intent (LOI) surrounding a combination. In that letter a seller should expect a valuation (at least a range), a methodology for getting to the valuation (so that adjustment to the purchase price are based on actuals vs a change in perceived value levers), a list of terms including the currency (cash, equity, earn-out / or a combination of all) as well as a detailed allocation of where the IP value sits and how it is measured. 
     

    Post LOI due diligence:

    An extensive list of disclosures, documents, and artifacts that verify the information gathered prior to the execution of an LOI.  

    Below is a sample of the information gathered post LOI but ahead of definitive agreements (whether asset purchase or stock purchase):
     

    Organization
    Articles of Incorporation
    Company bylaws
    Organization Charts
    Capital structure
    Certificate of Good Standing from state in which company is incorporated
    List of regions in which the company is authorized to do business
    List of regions in which the company has employees, contract relationships, leases facilities, or transacts business
    List of any names (and documentation) under which the company may operate
    Financial Items
    Financial statements for previous three years
    Company/Auditor correspondence from previous three years
    Credit report
    Capital budget
    Strategic planning documents
    Financial schedules
    Contingent liabilities
    Indebtedness
    Inventory
    Accounts receivable
    Accounts payable
    Depreciation and amortization procedures and accounting methods in previous three years
    Financial model containing revenue, fixed and variable expenses, and gross margins
    Analysis of internal control procedures
    Physical Assets
    Listing of fixed assets and their respective locations
    Any filings for Uniform Commercial Code
    Equipment leases
    Transactions relating to major capital equipment in previous three years
    Real Estate
    Detailed listing of business locations
    Copies of
    real estate leases
    mortgages
    deeds
    titles
    surveys
    zoning approvals
    variances
    use permits
    Intellectual Property (IP)
    Listing of patents (domestic and foreign) and respective applications
    Listing of trademark and trade names
    Listing of copyrights
    Documentation
    technical know-how
    agreements regarding inventions
    licenses or assignments of IP
    patent clearance
    Listing of any claims or grievances against the company regarding IP
    Employees
    List of employees and associated employment agreements (noncompetes, nonsolicitations, nondisclosure, etc)
    Resumes for management and key managerial personnel
    Employee handbook outlining key benefits and holiday, vacation, and sick leave policies
    Plan outlines of company-sponsored retirement plans
    Documentation of any employee issues in previous three years (harassment, discrimination, etc.)
    Listing of any workers compensation claims
    Lisitng of unemployment claims
    Documentation of employee stock option and stock purchase plans information
    Licenses and Permits
    Copies of government licenses, consents, or permits
    Correspondence or documents relating to proceedings of any regulatory agency
    Environmental Issues
    Environmental audits relating to properties leased by the company
    Listing of hazardous materials used by company in operations
    Documentaiton of company procedures relating to disposal of hazardous materials
    Listing of environmental permits and licenses
    Correspondence relating to EPA or other regulatory agencies
    Listing of environmental litigation of investigations or possible superfund exposure
    Listing of contingent environmental liabilities or indemnification obligations
    Taxes
    Federal, state, local, and foreign income tax returns for the last three years
    States sales tax returns for the last three years
    Audit and revenue agency reports
    Any tax settlement documents for the last three years
    Employment tax filings for three years
    Excise tax filings for three years
    Any tax liens
    Material Contracts
    Listing of all subsidiary, partnership, or joint venture relationships and obligations
    Contracts between the Company and any officers, directors, 5-percent shareholders or affiliates
    Loan agreements, bank financing arrangements, line of credit, or promissory notes to which the Company is a party
    Security agreements, mortgages, indentures, collateral pledges, and similar agreements
    Guaranties to which the company is a party
    Installment sale agreements
    Distribution agreements, sales representative agreements, marketing agreements, and supply agreements
    Letters of intent, contracts, and closing transcripts from any mergers, acquisitions, or divestitures within last five years
    Options and stock purchase agreements involving interests in other companies
    Product or Service Lines
    Listing of all existing products or services and products or services under development
    Correspondence and reports related to any regulatory approvals or disapprovals of any company's products or services
    Summary of all complaints or warranty claims
    Summary of results of all tests, evaluations, studies, surveys, and other data regarding products or services
    Customer Information
    Listing of the company's twenty largest customers in terms of sales over the previous three year period
    Supply or service agreements
    Description or copy of the Company's purchasing policies
    Description or copy of the Company's credit policy
    Schedule of unfilled orders
    Listing and explanation for any major customers lost over the last two years
    Customers by ZIP trailing 90 days
    Average Order Value by ZIP
    Description of the Company's major competitors
    Litigation
    Listing of all pending litigation
    Description of any threatened litigation
    Copies of insurance policies
    Documentation relating to any injunctions, consent decrees, or settlements
    Listing of unsatisfied judgments
    Insurance Coverage
    Listing of the Company's insurance policies
    Listing of the Company's insurance claims history for past three years.
    Service Providers
    Listing of all law firms, accounting firms, consulting firms, and similar professionals engaged by the company during past five years
    Marketing Awareness
    Documentation of articles and press releases relating to the company within the past three years


     

    In summary:

    • Be prepared to share enough information to determine your worth
    • Ensure the information is accurate and defendable
    • Be prepared to share more information as requested in each category
    • Be certain your comfortable with the valuation methodology (this is typically what does not change between LOI, definitives and close)
    • Work with an advisor to ensure you are ready and able to support a transaction without interrupting operations and the business overall.

    Listen to Shoot the Moon on Apple Podcasts or Spotify.

    Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

    Recent Episodes from Shoot the Moon with Revenue Rocket

    What’s the difference between 3X and 9X in a deal?

    What’s the difference between 3X and 9X in a deal?

    This is a must listen for buyers and sellers!
    What’s the difference between 3X and 9X in a deal?

    1. Size
    2. Gross and EBITDA Profit margins
    3. Growth rates and forecast
    4. Technology specialization & Vertical specialization
    5. Type of revenue: contracted, recurring
    6. Client types and concentration
    7. Deal terms: equity, selling-in
    8. Strategic buyer: the right buyer can help drive the right multiple.
    9. Competition in a deal
    10. Market/Economic conditions

    RELATED EPISODES:

    • Episode 169: What are the Differences Between a Valuation and a Deal? Listen now >>
    • Episode 166: Understanding Revenue Models and how they Impact EBITDA? Listen now >>
    • Episode 163: Strategies to Manage High Seller Expectations. Listen now >>

    Listen to Shoot the Moon on Apple Podcasts or Spotify.

    Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

    How to Become a Platform Investment

    How to Become a Platform Investment

    De-risk your biggest investment (your company) by becoming a platform company. Essentially a platform company (like an App integrator or Managed Service Provider or Digital Transformation Firm) is a top quartile, well-run company that takes capital from a private equity firm or other investor. When a private equity firm is investing, a platform company might be the first to receive investment which in turn will help them accelerate their organic growth and take advantage of acquisitions for further growth.

    Some questions we're diving into in this podcast episode: 

    • What is a platform company
    • What does an equity partner look for in a seller?
    • What are some things a seller should have to be a good platform candidate?
    • What are the next steps for growth after becoming a platform company?
    • Why does the platform company need to have excellent leadership?
    • What is a thesis?

    Listen to Shoot the Moon on Apple Podcasts or Spotify.

    Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

    What Are the Differences Between a Valuation and a Deal?

    What Are the Differences Between a Valuation and a Deal?

    In the context of mergers and acquisitions (M&A), the terms "valuation" and "deal getting done" refer to distinct stages and aspects of the transaction process. Here’s a breakdown of the differences:

    ### Valuation

    1. **Definition**: Valuation is the process of determining the present value of the target company. It involves assessing the company's financial performance, growth potential, market position, and any synergies that the merger or acquisition would bring. Various methodologies can be used, including discounted cash flow (DCF) analysis, comparable company analysis (CCA), and precedent transactions analysis.

    2. **Purpose**: The purpose of valuation is to arrive at an approximate value for the company that is being considered for acquisition or merger. This helps the acquirer to make an informed bid or offer price.

    3. **Process**: Valuation involves a thorough analysis of financial statements, market conditions, industry trends, and other factors that could affect the value of the company. Financial models are often built to simulate different scenarios and their impact on the company’s value.

    4. **Outcome**: The outcome of the valuation process is a range of values that represent the estimated worth of the company. This range is used as a basis for negotiation in the deal.

     

    ### Deal Getting Done

    1. **Definition**: The "deal getting done" refers to the completion of the M&A transaction, which encompasses negotiations, due diligence, finalizing the terms of the deal, obtaining necessary approvals, and closing the transaction.

    2. **Purpose**: This stage is focused on finalizing the agreement between the buyer and seller, addressing any legal or regulatory issues, and ensuring that all terms of the deal are satisfactory to both parties.

    3. **Process**: After initial agreement on the valuation and terms, the process involves detailed due diligence (legal, financial, operational), negotiation of final terms, drafting and signing of agreements, obtaining regulatory approvals if necessary, and eventually closing the deal with the transfer of payment and ownership.

    4. **Outcome**: The outcome is the successful acquisition or merger of the target company by the acquirer, resulting in the transfer of ownership, integration of operations, and realization of synergies that were identified during the valuation process.

    In summary, valuation is about estimating the worth of a company, serving as a critical step in determining how much should be paid in an M&A transaction. "Deal getting done," on the other hand, encompasses the entire process of negotiating, finalizing, and executing the transaction based on the valuation and other considerations.

    Listen to Shoot the Moon on Apple Podcasts or Spotify.

    Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

    Adjustments to EBITDA and Valuation based on Owner Comp

    Adjustments to EBITDA and Valuation based on Owner Comp

    Scenarios discussed in this episode:

    • Taking yourself out of the business
    • Staying in the business at above-market comp
    • Addressing spouses or children in the business
    • What to expect post-close: consulting agreement, employment agreement
    • Adjusting to life after a change in income and receiving cash at close

     

    Listen to Shoot the Moon on Apple Podcasts or Spotify.

    Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

    Should I Sell Now or Wait

    Should I Sell Now or Wait

    2023 was a challenging year for many tech-enabled services businesses as many end customers deferred projects or reduced technology-related spending.

    This stressed revenue growth and gross margins, reducing EBITDA for many tech-service firms.

    It’s tough to run a business through these times, it's easy for founders to become exhausted dealing with less while trying to run the firm as best as possible. If you founded a business in the early 2000s, you’ve been at it a long time and it may be time to cash out or at least remove some chips from the table.

    With reduced profit and growth, many founders may defer selling their business as lower profits could lead to lower enterprise values. 

    We’d like to put a framework in place that helps business owners determine if this is the right time to buy.

    Cash at close vs. Structure

    • there are deal terms that will produce higher enterprise values if payments are deferred. 
    • Earnouts can be based on hitting higher revenue targets
    • Seller notes can help increase the overall enterprise value while creating an investment vehicle with market-driven interest rates
    • Equity can be issued from the buyer, allowing for greater 

    Selling in vs selling out

    • Selling-in during a downturn can give options for future payments in the form of deal structure
    • Selling-in will typically have employment agreements that are at or similar to current salaries or market rates

    Current market conditions

    • Was 2023 just a bad year or something bigger? If growth slows or went backward and profit is down, but the market looks better, it might be a matter of riding it out until growth and profits return.
    • Valuation trends: we’re not seeing a massive downturn in enterprise values based on the market, as buyers are looking for free-cash-flow which IT services businesses do a great job of producing. 

    Business performance now:

    • It’s ideal to look at what’s working now and improve upon trouble areas.  Buyers are always looking for strong sales, marketing, and delivery teams and that could create an opportunity.

    Understanding your current investments and commitments

    • A business is oftentimes your biggest financial investment. 
    • There will be tax implications on any deal. Work with your tax professional to set up corporate structures and financial plans to help with taxes
    • Understand your number: you’ll need to have an idea of how much money you need moving forward, especially in a case where you are selling out. 
    • Understand macro trends and investment options. Will the market have enough financial products available to provide consistent returns to the cash generated from the sale of the business? 

     

    Understand the risks of running the business

    • Dividends are not guaranteed, and 100% of the risk is in your hands if you continue to run the business. 

    Work with an advisor

    • Get a valuation to understand what your firm is worth today
    • Work with your advisor to develop a list of strategic buyers who will be willing to see past short-term downturns.
    • Tune up profit and growth: an external advisor can provide perspective on improving sales while increasing profit. Revenue Rocket can help evaluate your business and provide a roadmap and coaching to improve

    Listen to Shoot the Moon on Apple Podcasts or Spotify.

    Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

    Understanding Revenue Models and How They Impact Valuations

    Understanding Revenue Models and How They Impact Valuations

    Matt & Ryan take over this Shoot the Moon podcast episode! We're talking about revenue models in IT Services companies and how each model impacts valuations in an M&A transaction. Oftentimes recurring revenue leads to a higher EBITDA which leads to a higher valuation. The more recurring revenue you have, the more you can bump up that EBITDA range, but there are different types of revenue to consider. 

    Recurring Revenue: Yearly or monthly contracts that often auto renew with a price increase in place. A leading revenue source when it comes to valuations - having sticky customers!

    Re-Occuring Revenue: This is revenue that is generated from customers who make repeat purchases from your business.

    Project Based Revenue: High value revenue in the digital transformation space where you are doing a significant project and key to the business progress that is expected to come from the completion of a project.

    Hourly Based Revenue: Staffing revenue where simply you are selling time & the services that go along with that time.

    Time & Materials Revenue: 

    Revenue Rocket helps tech-enabled sellers get ready to sell, and sell. Contact us to learn more about how we can help or check out our valuation calculator to get an estimate of what your firm could be worth in 10 minutes.

    Even if you have a recurring contract, that contract may not be as valuable as you think - what matters is the demonstration of long term, repeat revenue from customers that trust you that you can show to a buyer.

    Listen to Shoot the Moon on Apple Podcasts or Spotify.

    Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

    What is Deal Facilitation?

    What is Deal Facilitation?

    If you get a deal on the table, when do you accept it? M&A advisors usually work from origination to close, however an advisor can be utilized for specific functions in the process like origination only on helping getting a deal across the finish line. There are many different ways in which an M&A advisor can assist you, like deal facilitation.

    • What is deal facilitation?
    • What’s the role in crafting an LOI?
    • What’s the role in Due Diligence Support?
    • What’s the role in negotiation?
    • Why is it important to have an advisor throughout compared to running it alone?
    • How do fee structures differ for a deal facilitation?

    Contact us today to learn how we can help you facilitate a deal or get ready for an M&A transaction.

    Listen to Shoot the Moon on Apple Podcasts or Spotify.

    Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

    Elements of a Great Introduction Call

    Elements of a Great Introduction Call

    What are the right elements for an introduction call

    What should you talk about, and what shouldn't you talk about

    What do sellers want to hear from buyers?

    • Culture – the more specific you can be the better
    • Strategic fit
    • Capability of doing a deal
    • Strategy after a transaction
    • Highlighting why the seller was targeted

    What has to be shared as a seller

    • What you do; service offerings
    • How you sell and keep customers – highlighting recurring and repeat revenue streams
    • Target market/customers
    • Key partnerships
    • Org structure and major team members
    • Defining culture
    • High level finanicials including revenue, gross margin, and profit
    • Constraints in running the business
    • Your intention as a seller

    Listen until the end for a surprise appearance & history of Taylor Swift*

    Listen to Shoot the Moon on Apple Podcasts or Spotify.

    Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

    Strategies to Manage High Seller Expectations

    Strategies to Manage High Seller Expectations

    How do you bridge the gap between someone who wants $7M but you're company is worth $6? Do you take the gamble and put structure in it that sounds like a win win or do you cancel the deal? Tune in to find out!

    • Win Win situations
    • How big of an apetite does a buyer have? Do you take the RISK?
    • What kind of structures do you use if you take the deal?
    • Buyer and seller sharing in the risk
    • What happens when you don't take the deal?
    • Why you should use an  M&A advisor in a situation like this

    Listen to Shoot the Moon on Apple Podcasts or Spotify.

    Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

    Aligning Leadership in M&A for a Better Deal Outcome

    Aligning Leadership in M&A for a Better Deal Outcome

    What we cover in this episode of Shoot the Moon with Revenue Rocket:

    • Start early alignment in the process
    • Be aligned with your partners on selling in vs selling out
    • Valuation becomes critical and ongoing Valuations are important
    • Work through disagreements with your partners

    Listen to Shoot the Moon on Apple Podcasts or Spotify.

    Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

    Logo

    © 2024 Podcastworld. All rights reserved

    Stay up to date

    For any inquiries, please email us at hello@podcastworld.io