Due Diligence
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Expert Guidance for A Successful Business Sale
Navigating Due Diligence with VR Intermediaries
Client representation requires an array of expert skills to navigate the complex process of buying a business. You can be confident that your VR intermediary provides unmatched experience and skills to work with you and your advisors.
It is helpful to know some of the more common financial and accounting issues that are frequently uncovered during the due diligence investigation.
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Inventory Distortions
Undervaluation of inventory by privately owned companies minimizes taxes but can lead to distorted earnings trends.
Litigation
The most common form of litigation effecting due diligence is a result from product liability. This type of liability often surfaces well after the acquisition.
Receivables Not Collectible at Record Amounts
Doubtful accounts, cash and trade discounts, dated receivables, and sales returns and allowances may not be adequately reserved for.
Personal Expenses in the Financial Statements
Personal expenses usually reduce reported net income. But such costs also can be used to affect trends and produce a favorable appearance that is misleading if not recast accurately. Performa adjustments by the seller to eliminate such expenses often are overstated.
Unrecorded Liabilities
Unrecorded liabilities may include vacation pay, sales returns, allowances and discounts (volume and cash), pension and insurance liabilities, loss contracts and warranties, among others.
Poor Financial Controls
Included in poor financial controls are poor pricing and costing policies, and deficient budgeting systems and controls.
Reliance on a Few Major Customers or Contracts
Loss of a major customer can have a material effect on operations and revenue.
Unusual Transactions
Extraordinary actions such as sales of assets often improve the trend presented by the selling company.
Overvaluation of Inventory
A key source of overvalued inventory is unrecorded inventory obsolescence caused by product overruns, changing technology, new product development and maturing or discontinued products. The overvaluation usually results from excessive obsolescence or failure to count inventory on hand accurately.
“Dressing Up” of Financial Statements
“Dressing Up” tactics can include deferral of expenses, repairs and maintenance, “release” of inventory reserves, unduly low reserves, or estimates for such things as bad debts, pension accounting, sales returns and allowances, warranties, slow moving and excess inventories, and undisclosed changes in accounting principles and methods.
Credibility and Integrity of Management
A private investigation may be needed to obtain sufficient information and background on the management to determine if it is right for the job and trustworthy.
Tax Contingencies
Tax contingencies represent one of the biggest problem areas in the purchase of a business, because most companies tend to be very aggressive when preparing their tax returns.
Related Party Transactions
Related party deals can have a material effect on the company under new ownership or on the historical trends presented during negotiations.
Regulatory Problems
Lack of compliance with environmental laws has become a significant problems. Other regulatory problem may exist in the area of safety, taxes, labor, and so on.
Need for Significant Future Expenditures
Significant future expenditures needed might include relocation or expansion, replacement of aging equipment, or new product development requirements to remain competitive.
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