Escolar Documentos
Profissional Documentos
Cultura Documentos
CA Bhupendra Mantri
5th Floor, Milestone, Gandhinagar Turn, Jaipur
bmantri@kalanico.com
+91 98298 88810, +91 85270 72810
Financial Due Diligence (FDD)
Financial Due Diligence is a reasonable level of enquiry into the financial
affairs having a material impact on the prospects of the business
A FDD review may not only look at the historical financial performance of a
business but will generally consider the forecast financial performance also
Its a fact gathering exercise with a focused analysis of information. The main
sources of information for a FDD review include:
Historical financial data including statutory accounts, detailed management accounts and
reports and income tax returns
Current financial data such as year-to-date management accounts
Minutes of Directors Meetings and Management Meetings
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Types of Financial due diligence
Limited Full Scale
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Financial Due Diligence (FDD) When Needed
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Financial Due Diligence (FDD) Purpose
Identify potential risks
for the buyer in its
investment decision
Evaluate quality of
Identify areas for reported earnings
post-acquisition and identify value
attention drivers critical to the
transaction
Corroborate buyer
Improve transaction assertions regarding
structure targets financial
position
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Due Diligence Process
Define Scope and Analysis of
Information Preliminary Industry Research
Required Information
Discuss the
implication of Key Issue the Final
Findings with the Report
management
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Due Diligence Vs. Audit
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Focus Areas
Deal Fundamentals
Earnings, gross margin and cash flows
Assets and working capital
Net debts
Potential liabilities & commitments
Related party transactions
Human Resources
Tax
Future Projections
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Due Diligence Reporting
Background and Introduction
Framework
The Proposed Transaction
Key Findings / Executive Summary
Analysis of Statement of Profit & Loss
Analysis of Balance Sheet
Analysis of Cash Flows
Limited Review of Projections
Human Resources
Other Matters
Scope Limitations
Annexures
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Due Diligence Reporting
Background and
Introduction
Industry
Overview
Overview of
the Company
Operations
Summary
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Due Diligence Reporting
Framework
Environment
Owners / Alliances
Values
Customers
Management
Competitors
Business Process
Suppliers
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Due Diligence Reporting
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Due Diligence Reporting
Key Findings / Executive Summary
Analysis of Statement of
Profit & Loss:
Highlight major movements in
revenues/gross profits and the
reasons for the same.
Highlight major movement in
costs and the reasons for the
same.
Highlight major movement in
profits and the reasons for the
same.
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Due Diligence Profit & Loss Analysis
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Due Diligence Profit & Loss Analysis
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Due Diligence Profit & Loss Analysis
Overview of Revenue Cycle
Pricing approval
Procedures in place for follow-up of questions raised by
customers.
Proper reconciliation of P.O., invoice, dispatch order and
acknowledgement by customer.
Mention the MIS reports and evaluate the accounting
system and procedures used by the management for
tracking revenues and inventory cost data
Revenue data by product, product line, customer, end
user, distribution channel, market or target sales region,
sales representative, or other pertinent categories.
Any significant changes
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Due Diligence Profit & Loss Analysis
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Due Diligence Profit & Loss Analysis
Highlight the major contributors to
the revenue and their growth
Product/service wise revenue break-
up
Trend Analysis: Higher margin
Product- products/services or lower margin
products/services
wise/vertical- Analyze the level of growth in
volumes and the drivers of the same.
wise break- Analyze the pricing policy and rates
up of revenue charged.
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Due Diligence Profit & Loss Analysis
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Due Diligence Profit & Loss Analysis
Customer-wise break-up of revenue Geography-wise break-up of revenue
Average realization by
product/by service
Pricing mechanism and the average
margin earned by each product/service
What has been the change in the
product mix over the years whether
the company is moving towards
products which earn a higher margin? If
not, then the reasons for the same.
In case of Service Company, analyze
average realizations per billable hours
and what has been the movement over
the years.
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Due Diligence Profit & Loss Analysis
Summary of Contracts with Customers
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Due Diligence Profit & Loss Analysis
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Due Diligence Profit & Loss Analysis
Analysis of Statement of Profit & Loss Cost
Break Even
Analysis
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Due Diligence Profit & Loss Analysis
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Due Diligence Profit & Loss Analysis
Analysis of Major Costs (Manufacturing Industry) - Labor:
Type, number, per unit cost, total cost and the respective percentage of cost
Compute the total cost of packing material and transportation with respect to
sales
Obtain a table for the consignment dispatched on a timely basis and all the list
of the transporters along with their chargeable rates
Obtain a table for each packing material: the units purchased, units consumed,
wastage, percentage wastage
Evaluate any major shifts in the consumption and wastage trend of each
packing material over the review period
Identify the packing materials comprising a significant part of the overall cost of
raw materials
Identify the main modes of transportation of finished goods.
Per unit cost of transportation, number of finished goods transported by each
mode, the total cost of each mode of transportation
Identify the percentage of loss (breakage/wastage) in the transportation of
finished goods
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Due Diligence Profit & Loss Analysis
Analysis of Major Costs (Manufacturing Industry) - Power and
Fuel:
Kind of energy sources, number of units of the energy source,
per unit cost of the energy source, total cost and the
respective percentage of the total cost of the respective
energy source in the overall total cost of power and fuel.
Compute per unit cost of consumption of each of the source
of fuel on a monthly basis over the review period.
Obtain a table for each energy source: the units purchased,
units consumed, wastage, percentage wastage.
Input/Output Analysis: Evaluate any major shifts in the
consumption and wastage trend of each energy source over
the review period.
Identify the energy sources comprising a significant part of
the overall cost of power and fuel
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Due Diligence Profit & Loss Analysis
Analysis of Balance
Sheet - Objective
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Due Diligence Balance Sheet Analysis
Analysis of key ratios
Current ratio
Working Capital turnover ratio
Debt equity ratio
Total asset turnover ratio
Return on Equity
Return on Investment
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Due Diligence Balance Sheet Analysis
Bank and Cash Balances:
Policies and procedures with respect to billing, credit and collection, revenue
recognition, confirmation and methods for establishing accounts receivable
provisions.
Analyze the composition of the accounts receivable balance (such as trade
receivables, affiliates, or other).
Inquire about pledged (or sold/factored/securitized, etc.) receivables, if any.
Aging of debtors with detailed analysis on debtors exceeding the credit period
offered by the company
Understand the details of dispute in payment/claims filed by customer.
Ascertain the scope of similar dispute being raised by other customers.
Compare the balance of each significant receivable account with the
comparable balance for the preceding period. Review any significant or unusual
fluctuations.
Major customer-wise analysis and subsequent realizations.
How often does the management reconcile debtor accounts with the balances
provided by the customers
Analyze debtors that are doubtful of recovery and reasons for the same.
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Due Diligence Balance Sheet Analysis
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Due Diligence Balance Sheet Analysis
Inventory
Any assets that do not have any value to the firm (or have scrap
value) but are still valued in the books.
Idle, unused and surplus assets.
Details of terms and accounting practice for leased/hired assets and
brief about the respective leasehold agreements.
Details of charges or lien created against any fixed assets through
guarantees or loan arrangements.
List of all properties owned or operated that are connected to the
business with details of their book values, usage, title/lease and
rent details.
Obtain, read and comment on the adequacy of insurance policies
for assets.
Obtain and read any technology transfer agreements entered by the
Company to analyze future outflows and restrictive covenants.
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Due Diligence Balance Sheet Analysis
Deferred tax asset:
Obtain details and terms of working capital loans and other financing from
banks and other parties with their respective year-wise repayment
schedule.
Obtain and read the debt agreements and analyze the salient terms
including,
Repayment,
Repayment prior to maturity,
Change in control and other restrictive covenants, and
Future debt cost.
The debt agreements/contracts would include:
Term debt
Lease finance
Working capital finance
Others
Analyze details of outstanding amounts, current interest rates, periods and
loan covenants.
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Due Diligence Balance Sheet Analysis
Secured and Unsecured Loans
Shareholders Equity:
Accumulated Losses:
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Due Diligence - Projections
LIMITED REVIEW OF PROJECTIONS
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Due Diligence Human Resources
Organizational Structure Employees Turnover Employee Benefits
Organization chart. Head count per Attrition rates. Review Employee benefit
Summarized table of the function, segments, the record of the schemes
hierarchy in the grades, etc. reasons given and any Incentive/compensation
organization. Hiring process and significant changes in schemes.
Different sources of hiring. the rate. Contribution/benefit
grades/positions in the Educational qualification Identify any particular plans for employees.
organization. of the work-force periods during which Any default in making
Number of resources at employed by the there was a sudden statutory contributions
every grade. organization. increase in attrition and to respective authorities
Age composition of the seek explanation for the
Ensure that the above is
employees. same.
in-line with the
information given in the List of key employees of Analysis on movement
background and the organization. of people in top
introduction. management and
Summary of sample
enquiry as to its
employee
movement. Inquire
contracts/contracts with
about any similar
key employees.
movements scheduled
Pending labor/employee in future.
disputes, if any.
Evaluate the Severance
Packages and other
payments made to key
employees leaving the
organization.
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THANKS
CA Bhupendra Mantri
5th Floor, Milestone, Gandhinagar Turn, Jaipur
bmantri@kalanico.com
+91 98298 88810, +91 85270 72810
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