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Tip of the Spear Ventures

Venture Capital | Private Equity

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Business Acquisition Due Diligence – Accounting

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The Point: The world of mergers and acquisitions is fantastic, especially once you have an prospective organization under Letter of Intent (LOI). This time period is one where due diligence is conducted to confirm whether the organization is what it says it is. Especially important during this due diligence time period is the analysis conducted by an Accountant. So in this post, we’ll explore business acquisition due diligence from an accounting perspective… Enjoy!

For many accountants, business acquisition is an onerous and time-consuming process. It is not just the cost of purchasing additional capital or paying for legal assistance, that can be a drain on funds. The sheer complexity of mergers and acquisitions often requires a large investment in professional services in addition to time, dedication, and effort. However, many accountants fail to realize that the vast majority of mergers and acquisitions are performed by lawyers and accountants. This post will highlight some of the challenges accountants face in the process of business acquisition due diligence.

Due Diligence – 2 Primary Challenges

There are two primary reasons why accountants are the primary force behind acquisition activities. First, they have access to the appropriate legal information and personnel to make a knowledgeable purchase of a business. Second, they are well-versed in the financial statements and the business plans of both companies. In short, they understand the products and services that each company offers and the expectations from the purchase. Although these key assets are important, it is sometimes unrealistic to put such great faith in them when it comes to the complex negotiations that must precede a transaction. For this reason, it is vital that accountants remain neutral in their recommendations to the management regarding the proposed merger or acquisition.

In reality, most business transactions occur at a slow pace, with little or no external input. Therefore, accountants become involved only after significant due diligence has been conducted. The process may begin with a simple review of financial statements and company records to determine if the prospective acquirer is making a sound purchase or is entering into a deal with unrealistic expectations. This preliminary examination of the business’s records should not take more than a few hours, and is time consuming, but it is time well spent.

Accountants and Lenders in Due Diligence

When a company is in the process of obtaining financing, there may also be instances where the lender requires diligence in connection with the loan. Lenders are becoming increasingly educated about the benefits associated with acquiring an existing business rather than an entirely new one. As a result, the process may include requesting business information from accountants as a part of the due diligence process. Accountants may provide information concerning the companies’ credit ratings, operational revenue, and cash flow, as well as any positive or negative indicators that reflect on the business’s financial health.

Accuracy Counts in Due Diligence

For the individual who has entered into a business acquisition transaction, it is imperative to maintain accurate accounts in order to ensure that the transaction goes as smoothly as possible. Good accountants will have access to information that is rarely shared within a business acquisition firm. This type of specialized information allows individuals to make intelligent decisions regarding the purchase of a business. It will provide the acquirer with accurate information that can be used to determine the amount of funds needed for the acquisition and to determine if the business has the potential to increase profit and revenue. In fact, business acquisition due diligence is so important that businesses have their own internal accountants as well as outside accountants who are responsible for performing these tasks.

SUMMARY

Most business acquisition firms prefer to hire accountants who have previous experience in acquisitions as they know how to manage the due diligence process. Additionally, a business acquisition consultant should focus on developing relationships with other business acquirers to ensure that the due diligence process goes as smoothly as possible. Most consultants will perform all of these tasks on behalf of the acquirer. In fact, most will dedicate several of their business acquisition specialists to working exclusively with the acquirer.

Acquisition Entrepreneurship – Selecting Professional Advisors

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If you’re a leader thinking about making a change in your career, a new MBA looking to launch into leadership, or maybe a seasoned entrepreneur through acquisition you know that the road to identifying an organization to purchase is littered with the corpses of  those that did not conduct thorough enough due diligence. In this series, Acquisition Entrepreneurship, I’ll tackle the topics that will make your journey on that road less risky on the way towards successful acquisition of a new entity. In this post, we’ll explore the Professional Advisors recommended to assist you towards acquisition… Enjoy!

Acquisition Entrepreneurship Selecting Professional Advisors

Selecting Professional Advisors

An Accountant and a Lawyer are two of the most important advisors you’ll want to engage during your due diligence phase in acquisitions. You should look for those accountants and lawyers skilled in working with similarly sized firms as the one you’re exploring (Typically, those that work with smaller firms).

The accountant should have familiarity with smaller firm’s accounting practices, including payroll taxes, sales tax, and noncash expenses such as bad debt reserves or accruals for sales force bonuses earned yet paid. The accountant should have well established protocols to quickly determine if the company has accurately accounted for these expenses.

The lawyer should know which contracts are successfully in play at the acquisition and typical terms and conditions therein. This could be the same lawyer that assisted with creating your Letter of Intent (LOI) as well as prepares the final acquisition documents.

Professional Advisor Fees

While accountant and lawyer fees typically vary, depending on geography and especially with the purchase of an organization that can last several months to a year, you could expect that accounting due diligence will cost somewhere between $20,000 to $50,000. The reason there is such a large range provided is that the cliché “it depends” is in play regarding how much work needs to be done to understand the company’s true financial picture.

Legal due diligence is more tightly focused and includes the cost to prepare purchase agreements and related documents. The fees one can anticipate typically are in the $50,000 to $75,000 range.

One last note on professional advisor fees, specifically contingency. In other words, you may want to see if both accountants and lawyers will work on a contingent basis and therefore get paid at the time of closing so that you won’t have to come out of pocket during the due diligence phase. Keep in mind that some professional advisors will do so, some won’t work on contingency. The bottom line is that you typically get what you pay for so select wisely but don’t eliminate these all too important professional advisors!

Other Professional Advisors to Consider

In addition to accountants and lawyers, there may be other professional advisors that you want to bring in while conducting due diligence. I’ve hired engineers to come and inspect manufacturing equipment, IT consultants to inspect software development, Environment consultants to gage appropriateness of the wet excavation procedures, and Marketing consultants to ensure accuracy in market potential was accounted for. Depending on your entrepreneur through acquisition strategy and the organizations you’re considering, it’s important to bring in the professionals at time of due diligence well before you officially take ownership (Again, it’s better to walk away from the acquisitions table because of issues identified by professional advisors than to sit at it and go hungry for a period of time because you didn’t employ them!)

SUMMARY

Acquisition Entrepreneurship is a great way to explore your entrepreneurial spirit and look to “buy then build” an organization (As opposed to the typically thought of entrepreneurial methodology of a startup). Regardless of the industry you’re looking in and the size of the organization therein, you want to ensure that you have the best team of professional advisors employed to serve you. This will help with risk mitigation regarding your entrepreneur through acquisition strategy.

Sam Palazzolo

PS – I’m typically asked what our Acquisitions Strategy is at Tip of the Spear. As such, we have summarized our Acquisitions Criteria here on our website: https://tipofthespearventures.com/acquisitions/. Please review and let me know if I can be of service.