My “Secret” Due Diligence Check List For Evaluating Companies

People are always asking me: “How are you able to get so much accomplished for your clients in such a short period of time? Especially since you rarely overlook important information needed to create the best solutions?

One of the answers is that over the years  as I started and ran companies in a wide variety of industries I created numerous check lists that help guide my decisions and actions.

This Due Diligence Check List I created which helps me with client evaluations, business plan creation, and the assessment of potential buyouts, mergers, joint ventures and strategic partnerships. 

CORPORATE ORGANIZATION STRUCTURE

Copy Of Articles Of Incorporation
Copy Of Corporate Bylaws
Recent Changes In Corporate Structure
Shareholder List
Chart Showing Number Of Outstanding Shares And Percent Owned
Chart Showing Stock Option Or Share Appreciation Rights Plans
Chart Of Parent, Subsidiaries And Affiliate Organizations
Copy Of Shareholder’s Agreements
Minutes Of The Board Of Directors For The Past 24 Months

BUSINESS INFORMATION

List of Products Offered
List Depreciation Methods by Asset Class
List of Patents and Remaining Useful Life
Lists of Raw Material on Order, in Stock, Work in Process, Completed Products, Shipped Products Not Received or Paid For
Description of Management Information Systems and Standard Reports
Description of Backup Management Information Systems
Description of On-site and Off-site Data Storage Systems

MARKETING

Inventory and Pricing Strategies
List of Patents, Trademarks Other Intellectual Property Marks Applied for and Granted
List of Distribution Channels, Product and Service Offerings within the Pipeline
List of Officers, Managers, Professionals, Technical Experts and Others List of Promotional Tactics within Each Channel
List of Customers by Annual/Quarterly and Monthly Revenue and Profitability
List of Top Ten Customers By Product Line – Showing # Units Purchased (Annual/Quarterly and Monthly)
List or Chart of Market Share By Product Line

BUSINESS PLAN

Copy of Most Recent Five Year Business Plan
List of Individuals and Organizations Who Contributed to the Plan
Copies of Prior Business Plans

FINANCIAL STATEMENTS

5 Years of Historical Audited Statements
Income Statement
Balance Sheet
Statement of Cash Flows
Change in Equity Statement
Year-to-Date Internally Generated Monthly Statements
Most Recent Five Year Projections
Monthly Sales Projections Taking Seasonality Into Account

TAX STATUS

List of Historical Tax Rates
Statement of Net Operating Losses

OPERATING DATA

Lists of Accounts Receivable and Payable by Value, Turnover or Days and Aging
List of Control and Credit Policy
List of Seasonality Issues
List of Inventories by Method, Turnover or Days
List of Obsolescence Policies and Values
List of Sources of Supply by Item, Volume, Value, and Quality or Performance
Summary of Valuation Methods
List of Backlogs and Reasons by Product Line
List of Five Year Histories
List of Current and Seasonal Issues

CONTRACTS

List Major Contracts by Product Line and Value
List of Terms and Conditions

CAPITAL EXPENDITURES

List Last Five Years
List of Five Year Gross Projection
Detailed Priority List with As Much Analysis as Possible

OPERATING EQUIPMENT

List by Function, Age, Appraisal Value, Purchased, Leased or Rented
Orderly Liquidation Value
Replacement Value

DEBT AND LEASES

List by Lender
List of Terms and Conditions
List of Collateral
Interest Rate(s) and Payment Schedules

LITIGATION

List of Current Cases
Potential Damages and Plan of Action
List of Potential Cases
Potential Damages and Plan of Action

PROPERTY

List of Descriptions, Value by Type and Use
List of Recent Acquisitions or Spin-Offs
List of Expansion Plans

INSURANCE

List by Property Type, Coverage, Liability, Value, and Co-Pays
List of Key Man, Officers and Directors Policies, Terms and Conditions
List of General Liability and Umbrella Coverage
Workman’s Compensation
Other

COMPETITION

List by Product Line, Organization Name, Address, Key Phone Numbers, Website URL, Key email addresses
List by Size of Overall Company and Competitive Units, Market Share % and USD $ Value
Table of Competitive Advantages and Disadvantages
Lists of Recent Trade Ads by Publications or Media Outlets
Name, Address and Phone Numbers

PENSION PLANS

List of Funding Status and Balance Sheet Treatment
Ten Year Projected Cash Expense
Description of Unusual Conditions

OFFICERS and MANAGEMENT

Organizational Chart(s)
Resumes and Work Histories
Lists of Ownership Interest(s), Stockholdings, Compensation and Employment Contracts
List of Performance Evaluation Criteria
Description of Profit or Gain Sharing Policies

EMPLOYEE RELATIONS

Lists of Unions, Name of Local President, Business Agents and Contact Information
Copy of Contract(s)

RETIREE MEDICAL BENEFITS LIABILITIES

List of Funding Status and Balance Sheet Treatment
Ten Year Projected Cash Expense
Description of Unusual Conditions

ENVIRONMENTAL LIABILITIES

Description, Phase One Studies and Phase Two Studies
List of Five Year Projected Remediation Costs
List of Five Year Projected Compliance Cost

LAST CORPORATE TRANSACTIONS

Description of Each
Purchase and Sale Agreement of Each

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