Due Diligence Report for M&A in 2019

Due diligence is one of the most vital components of valuing and finalizing an investment. It presents buyers and sellers with a comprehensive look at potential investments, themselves, or a buyer. The final product of due diligence is a thorough report that summarizes the process and supplements the decision-making. In this article, we explain due diligence report fundamentals, detail due diligence questionnaires, and show how DealRoom streamlines the process.

Download Due Diligence Sample Report

Organizing all of the loose facts and data gathered from due diligence into a clean report can seem rather daunting. Luckily, we’ve compiled a sample due diligence report to follow whether the investigation was routine or for merger or acquisition.

What Should Be in a Due Diligence Report?

Virtually, every essential detail of the process should be included in the report. Exact details typically vary depending on the type of due diligence, the investment, and the deal at hand. Nonetheless, listed are some core items that should be included in the report:

• Information on the finances of the company. This includes financial statements for past years, tax returns, and documents from accounts receivable. If there is no separate section for loans and debts, then they should fall here automatically.
• Information about the company's employees. This catalogues information on the people holding pivotal positions in the company and their work experiences. It may also house data on retired employees too and their pension details.
• Information on the assets of the company. This includes material on the company’s different facilities, machinery, and intangible assets such as intellectual property or copyrights.
• Information on partners, suppliers, and customers. This details more about the different parties in the firm’s supply chain and their relationships with them.
• Legal information about the company. This refers to items such as historical and outstanding lawsuits, contracts, licensing, and permits.

Why Do We Need to Make a Report?

This report captures the findings of the diligence process. In turn, it allows investors to have a more clear understanding of the investigated firm. A complete and well-documented report supplements the decision-making process for investors and business considering finalizing deals and contracts. Additionally, it substantiates forecasts for the target company’s future and lifespan.

Take businesses 'A' and 'B' for example. Business 'A' has done its financial due diligence and has its report. On the other hand, business 'B' has not completed any due diligence or a report. Assume that both businesses require loans from the bank. Business 'A' can refer to their due diligence report and precisely predict how long it will take to repay the loan. They can more accurately discern what to do with the loan to yield the most effective and efficient results. Business 'B', on the other hand, can only make loose assumptions and estimations. Without background knowledge, these assumptions and estimations run a higher likelihood of being incorrect.

Types of Due Diligence Reports

The areas of concentration for the report is dependent on what type of due diligence you are utilizing. For example, a report resulting from financial due diligence will look and have different information versus one from customer due diligence. Likewise, a financial due diligence report created for administrative purposes will differ from those written in preparation for mergers and acquisitions.

You wouldn’t expect an administrative due diligence report to contain more information on customers than the administration of a business. When performing hedge fund due diligence, you would assess a reservoir of investment funds and the general partners who own it. Therefore, there are as many different types of reports as types of due diligence itself. Each corresponding report type has distinguishing properties.

Some examples include:

• Financial Due Diligence
• Human Resources Due Diligence
• Hedge Fund Due Diligence
• Customer Due Diligence
• Legal Due Diligence
• Operations Due Diligence
• Vendor Due Diligence
• Due Diligence in Mergers and Acquisitions (M&A)
• Administrative Due Diligence
• Vendor Due Diligence

Who Creates the Report?

Due diligence reports are generally compiled by a company’s internal due diligence team or a paid third-party group. Your team may comprise of attorneys, financial consultants, and any subject matter experts that pertain to the seller. Overall, the collective expertise should encompass the various business, legal, technical, and financial matters respective to the deal at hand. However, in smaller-scale instances, such as buying a small business, may not require more than one or two professionals.

Conducting due diligence, creating, and reviewing the report should be a team effort. Meaning, if contracting with an external party, you should not entirely outsource them. Some information may not be meant for them. Internal employees should also be involved in the process. Most importantly, you need to be certain that the individuals on your team are people that you trust, service agreements aside. The last thing you want is to be left with a faulty investment because of a team’s lackadaisical diligence.

Before an investment manager or potential buyer starts delving into a business’ secrets, they must sign a Letter of Intent (LOI). This contractually displays interest in buying or investing in the firm or private equity, however, it is not binding.

Why do You Need a Due Diligence Questionnaire?

Due diligence questionnaires are an essential early step in the process. The questionnaire serves as a means of obtaining the information you need. It offers the party handling the process foreknowledge of what to expect and how to go about it. Additionally, it will help those executing the process know what to concentrate on and safeguard against misplacing priorities.

Furthermore, due diligence questionnaires, just like the due diligence report, are contingent upon what is being investigated. For example, buy side due diligence questionnaire should be somewhat different from an acquisitions due diligence questionnaire.

Due Diligence Questions when Buying a Business

By asking the right questions, a prospective investor or buyer will be on the path of well-performed due diligence. Below are some questions that you should be sure to ask the seller when purchasing a firm:

• Why is the company being sold? This should always be asked during potential acquisitions. In some cases, the liabilities of the company are getting too much for the current owner to bear.  If you uncover why the company is being sold, you can better decide if the company is still worth buying. This question may not be relevant in all circumstances. For example, investors or stock purchasers may not need to have this question answered. ‍
• What are the major commodities of this company? As a potential investor or buyer, you should know what commodities generate most income and losses for the company.  This can help you pinpoint areas of improvement and where you should try to maintain prosperity.‍
• What are the major markets for these commodities? You will need to know which markets that the company is positioned in to remain competitive. Additionally, you need to understand their customer, client, or member base. It will allow you to better strategize and make key decisions for the company while still putting the market in mind.‍
• Are the revenues generated by the company enough to keep it running? If not, are there potential partnerships or sponsorship that can be secured? The last thing you want is the profit line plummeting five months after acquiring or heavily investing in a company. ‍
• Is the company positioned for expansion? Is expansion even possible? After acquiring a company, you don’t want it to sit stagnate. In areas where the company doesn't already sell, you want to know what your chances are at expanding there.‍
• Are there any distinguishing product features that are very important to the sales of any products? Are there any intellectual properties worth protecting? You will need to know what drives a company’s competitive advantage and what unique company property must be secured. ‍
• Are there any ongoing or suspended legal proceedings? Licenses and permits? Some companies find themselves in legal situations that are almost impossible to recover from. You do not want to acquire a firm that is pervading with legal issues and have to suffer the consequences. Likewise, you need to be attentive to applicable licenses and permits for proper upkeep.

Download Due Diligence Questionnaire

You can download a due diligence questionnaire on our site for free by simply entering your working email. Visit our CHECKLIST page and get it in one click.

Suggestions for Writing a Due Diligence Report  in a Right Way

Compiling a due diligence report may seem as intimidating as the research portion of the investigation. An improper, carelessly made report could throw away all of the work done to this point.

Outlined some suggestions for a solid, investigative report:

• Be patient, thorough, and attentive to details. The process is going to take time. A suitable report cannot be tossed together at the final hour. To fully reap the reports’ benefits, you will need to be at thorough as possible when logging your findings. Without a comprehensive report to refer to, it is almost like you just threw away the previous painstaking investigations and research.
• Don’t lose focus on what’s important. With that being said, ensure you are writing about relevant subject matter. While the information you are handling may be overwhelming, you want to stick to what the report is actually on. For instance, if you are writing a customer due diligence report, you don't need to dwell much on a business’ liabilities.
• Be concise. Likewise, you don’t want the report to go on and on and on. Investors would likely not want to read through every minute detail, thus defeating the purpose of the report.  
• Ask questions. You want to believe that a seller is honest. However, it is not uncommon for them to fluff information in the confidential information memorandum (CIM). Anytime you see something that looks off, ask questions. Additionally, you should interview people that are not directly related to the transaction for a more holistic view of a firm.
• Seek legal assistance. Unless you are an attorney, property manager, or investments manager, you should seek legal help and advice. This way, you negate the possibility of running into law, jurisdictional, or compliance issues down the line.

Final Words

Due diligence is just as important as the deal itself and should be done as meticulously as possible. Utilizing tools, such as DealRoom’s due diligence management features, helps teams complete due diligence reports thoroughly and accurately. With DealRoom, you can:

• Create diligence tasks list
• Fulfill tasks and share critical information with team members
• Assign users to key diligence roles
• Track real-time diligence progress
• Securely store and manage all documents and files
  

DealRoom is easy to use. You can populate DealRoom with your due diligence folders and create due diligence lists right inside the room, instead of sending the due diligence list separately to your clients.

- Ovais A., Investment Banking Associate

DealRoom is a functional due diligence software that helps streamline the process. Traditionally, you would find yourself creating folders within a software and then separately forwarding the due diligence list to clients. With DealRoom, you are able to seamlessly populate due diligence folders and create lists within the same room.