Due Diligence Report Sample s4d47
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SAMPLE KESPR Business Advisors www.kespr.com
Financial Due Diligence Report Logo
[ABC Limited]
Report Date: June 3, 2010 Author's Note: This report sample shows the detailed information typcialy gathered during due diligence fieldwork for a complex business/organization and the presentation of that information for our Clients. Information gathered in this report serves many purposes, such as financial modeling, business valuation and post-transaction integration.
STRICTLY PRIVATE AND CONFIDENTIAL
Financial Due Diligence Report
STRICTLY PRIVATE AND CONFIDENTIAL SAMPLE
[ABC Limited] Date:
June 3, 2010
NOTICE TO READER KESPR has been engaged by [*] to perform [limited] financial due diligence on [ABC limited] and its subsidiaries. Our report has been prepared solely for the use of the directors of [*]. This report should not be referred to, in whole or in part, or quoted by expertise or referenced in any manner, or distributed in whole or in part or copied to any third party without our prior written consent. The scope of the work has been limited to the purpose of our engagement detailed in the engagement letter dated [DATE] Verification All material herein was prepared by KESPR based upon information obtained by the company or other sources believed to be reliable. The information contained herein is not guaranteed by KESPR to be accurate, and should not be considered to be all-inclusive. Projections This report may contain statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E the Securities Exchange Act of 1934, as amended. The words "may" "would," "will," "expect," "estimate," "anticipate," "believe," "intend," and similar expressions and variations thereof are intended to identify forward-looking statements. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond KESPR's ability to estimate, forecast or project, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Disclaimer on Post-Dated Events KESPR has no responsibility to update this report for events and circumstances occurring after the date of completion of our field work, which was completed on [DATE]. Limited Review report Because the scope of our work has been limited by the time available and/or by the information made available to us, you should not rely on our work and our report as being comprehensive as we may not have become aware of all facts or information that you may regard as relevant. Accordingly, KESPR is not in a position to make a representation, and cannot make a representation as to the sufficiency of these due diligence procedures for your purposes. Matters excluded Areas that were excluded from this due diligence review includes: - issues of law - fixed assets and work-in-progress valuation - intangible assset valuation - regulatory issues - other specialist area beyond the expertise of KESPR You should consider whether to obtain expert advice in relation to these areas. This report is issued on the understanding you have drawn our attention to all matters of which you are aware concerning the company’s financial position or the proposed transaction which may have an impact on our report up to the date of signature of the finalized report.
KESPR Business Advisors Richmond, British Columbia Canada
Financial Due Diligence Report [ABC Limited] Report Date: June 3, 2010 Report Contents I
Executive Summary Significant Findings
II
Background Information Company Description Industry and market trends Survey of latest economic forecast and news
III
Financial Review 1 Cash 2 Working Capital 3 Inventory 4 Fixed Assets 5 Intangible Assets 6 Contingent Liabilities 7 Tax 8 Equity 9 Debt Instruments, bank lines, key and conditions 10 Revenue, Cost of Goods Sold, Operating Costs Market Trends Customer Contracts 11 Human Resources Summary of Work Force Employee Wages, Benefits, Pensions Union Contracts 12 Insurance 12 Tax
IV
Subsequent Events
V
Financial Projections Management's Budget
Appendices A Legal Entities B Management Bio C Organizational Structure
Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL SAMPLE
Financial Due Diligence Report [ABC Limited]
EXECUTIVE SUMMARY Significant Findings: 1. Going Concern 2. Banking Facilities 3. Outstanding Claims Against Company 4. Tax & Other Legal Disputes
Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL SAMPLE
[ABC Limited]
SAMPLE
Background Information COMPANY DESCRIPTION
INDUSTRY DESCRIPTION
MARKET AND COMPETITION
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
[ABC Limited]
SAMPLE
Survey of Key Economic Forecasts 2007
2008
2009
2010 F
2011 F
0.5%
-2.5%
3.6%
3.5%
Bank of Montreal
2.2%
0.5%
-2.5%
3.3%
3.0%
CIBC
2.5%
0.4%
-2.5%
2.3%
3.0%
Average
2.4%
0.5%
-2.5%
3.1%
3.2%
Median
2.4%
0.5%
-2.5%
3.3%
3.0%
Real GDP Growth Rates Canada Royal Bank of Canada
2007
2008
2009
2010 F
2011 F
2007
2008
2009
2010 F
2011 F
Unemployment Canada Royal Bank of Canada
6.1%
8.3%
8.0%
7.2%
Bank of Montreal
6.0%
6.2%
8.3%
8.0%
7.5%
CIBC
6.0%
6.1%
8.3%
8.3%
8.1%
Average
6.0%
6.1%
8.3%
8.1%
7.6%
Median
6.0%
6.1%
8.3%
8.0%
7.5%
Retail Sales Canada Royal Bank of Canada
3.4%
-3.0%
6.5%
5.0%
Average
3.4%
-3.0%
6.5%
5.0%
Median
3.4%
-3.0%
6.5%
5.0%
Bank of Montreal CIBC
2007
2008
2009
2010 F
Housing Starts Canada Royal Bank of Canada
212.0
149.0
189.0
185.0
Bank of Montreal
228.7
211.6
148.9
182.3
178.8
CIBC
228.0
211.0
145.0
180.0
185.0
Average
228.4
211.5
147.6
183.8
182.9
Median
228.4
211.6
148.9
182.3
185.0 2007
2008
2009
2010 F
2011 F
I Canada Royal Bank of Canada
2.4%
0.3%
1.9%
2.2%
Bank of Montreal
2.1%
2.4%
0.3%
1.8%
1.9%
CIBC
2.1%
2.4%
0.3%
2.0%
2.1%
Average
2.1%
2.4%
0.3%
1.9%
2.1%
Median
2.1%
2.4%
0.3%
1.9%
2.1% 2007
2008
2009
2010 F
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
[ABC Limited]
SAMPLE
Survey of Key Economic Forecasts Recent Major Events Country
Date
Headlines
Canada
United States
Other
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
[ABC Limited]
SAMPLE
Historical Financial Statements (Summarized) Balance Sheet
Oct 31, 2007
Oct 31, 2008
Oct 31, 2009
[DD Date]
Cash & cash equivalents Restricted cash Prepaid expenses & deposits s receivable Inventory Other current assets Fixed assets, net book value Land Buildings Equipment Intangible assets Other assets Total Assets
s receivable Other liabilities Debt, current portion
Debt, long-term portion Deferred items Future income tax Common shares Preferred shares Retained earnings
Total Liabilities & Shareholders' Equity Abbrev: DD = Due dligence
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
[ABC Limited]
SAMPLE
Historical Financial Statements (Summarized)
Income Statement
Oct 31, 2007
Oct 31, 2008
Oct 31, 2009
[DD Date]
Revenue Cost of sales Gross margin Operating expenses Depreciation & amortization Operating profit Interest expense, net Unrealized losses (gains) Foreign exchange losses (gains) Income before tax Current taxes Deferred taxes Net Income (Loss) Retained earnings, beginning Dividends Adjustments Retained earnings, ending Note(s): [Significant ing policies]
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
[ABC Limited]
SAMPLE
Historical Financial Statements (Summarized)
Cash Flow Schedule
Oct 31, 2007
Oct 31, 2008
Oct 31, 2009
[DD Date]
Revenue Cost of sales Gross margin Operating expenses Working capital Realized foreign exchange losses (gains) Cash Flow from Operations Cash taxes After-tax cash flow from operations Cash used in investing: Equipment purchased Equipment disposed Cash used in financing Principal repayment Debt borrowing Interest expense Interest income Equity issuance Dividend payment Cash surplus (deficit) Cash, beginning Cash, ending Note(s): 1. Cash flow presented on a Direct basis
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
[ABC Limited]
SAMPLE
CASH & CASH EQUIVALENTS (C$ in thousands, unless otherwise indicated)
Date
10/31/2009
Notes
4/30/2010
Commentary:
(1)
Cash Restricted Cash Marketable Securities
1,000 x
1,254 854 527
Total
1,000
2,636
Bank s Acct No. Institution 01-00545-120 BOM 01-00545-121 BOM 01-00545-122 BOM
Type C S S
Holder ABC Limited A Limited B Limited
Location Vancouver, BC Richmond, BC Victoria, BC
Denom CAD CAD USD
Foreign Bal.
$100
C$ Bal $1,000 $150 $104
Rates 0.75% 1.25% 1.25%
Term * N/A N/A N/A
Rates 4.00% 2.00% 3.75%
Term * 12 15 23
Rates 0.25% 0.25% 0.25%
Term * N/A N/A N/A
$1,254 Short-term Investments Certificate No. Institution 01-00545-120 RBC 01-00545-121 Merrill 01-00545-122 AIM
Type CD M GIC
Holder ABC Limited A Limited B Limited
Location Vancouver, BC Richmond, BC Victoria, BC
Denom CAD CAD USD
Foreign Bal.
$100
C$ Bal $500 $250 $104 $854
Restricted Cash Acct No. Institution 01-00545-120 RBC 01-00545-121 Merrill 01-00545-122 AIM
Type S S S
Holder A Limited B Limited C Limited
Location Vancouver Vancouver Vancouver
Denom CAD CAD EUR
Foreign Bal.
$100
C$ Bal $250 $150 $127 $527
* Term in months Note(s): 1. As per audited financial statements 2 Balances as at DD field work date 3. Nature of restricted cash described here 4. Abbreviations: C = Chequing S = Savings = Commercial Paper M = Mutual Fund GIC = Guaranteed Investment Certificates CD = Certificate of Deposit 5. Bank Abbreviations Abbrev BOM RBC
Bank Name Bank of Montreal Royal Bank of Canada
Bank
Telephone
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
[ABC Limited]
SAMPLE
WORKING CAPITAL (C$ in thousands, unless otherwise indicated)
Quarterly Period Ended
10/31/2009
1/31/2010
4/30/2010
7/31/2010
Financial Ratios Liquidity Current Ratio Acid Test Ratio
x x
x x
x x
x x
Net Sales / Working Capital
x
x
x
x
Average Inventory / Working Capital
x
x
x
x
1/31/2010
Change ($) 4/30/2010
7/31/2010
Current Assets s Receivable Prepaid expenses & deposits Inventory Total Current Assets Current Liabilities s Payable Total Current Liabilities Net Working Capital
Note(s): 1. Ratio formulas: Current Ratio (Current Assets / Current Liabilities) Acid Test Ratio: (Current Assets -Inventory/ Current Liabilities) Net Sales / Working Capital Average Inventory / Working Capital
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
[ABC Limited]
SAMPLE
WORKING CAPITAL (C$ in thousands, unless otherwise indicated)
Working Capital Details
s Receivable Details Current (0-30 days) 31-60 days 61-90 days 90+ days Total Top Ten Customers Customer 1 Customer 2 Customer 3 Customer 4 Customer 5 Customer 6 Customer 7 Customer 8 Customer 9 Customer 10 Others
100 30 25 50 205
100 30 25 50 205
100 30 25 50 205
100 30 25 50 205
49% 15% 12% 24% 100%
49% 15% 12% 24% 100%
49% 15% 12% 24% 100%
49% 15% 12% 24% 100%
45 42 38 20 15 10 9 8 7 6 5 205
45 42 38 20 15 10 9 8 7 6 5 205
45 42 38 20 15 10 9 8 7 6 5 205
45 42 38 20 15 10 9 8 7 6 5 205
22% 20% 19% 10% 7% 5% 4% 4% 3% 3% 2% 100%
22% 20% 19% 10% 7% 5% 4% 4% 3% 3% 2% 100%
22% 20% 19% 10% 7% 5% 4% 4% 3% 3% 2% 100%
22% 20% 19% 10% 7% 5% 4% 4% 3% 3% 2% 100%
100 30 25 50 205
100 30 25 50 205
100 30 25 50 205
100 30 25 50 205
49% 15% 12% 24% 100%
49% 15% 12% 24% 100%
49% 15% 12% 24% 100%
49% 15% 12% 24% 100%
Provision for Doubtful s Customer 1 Customer 2 Customer 3 Customer 4 Customer 5 s Payable Current (0-30 days) 31-60 days 61-90 days 90+ days Total
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
[ABC Limited]
SAMPLE
INVENTORY (C$ in thousands, unless otherwise indicated)
Inventory on Hand Qty Category 1
Item 1 Item 2
Category 2
Item 3 Item 4 Item 5
Category 3
Item 6 Item 7
Unit Cost
Cost
Total
Top 10 Sellers, by Revenue Item 1 Item 2 Item 3 Item 4 Item 5 Item 6 Item 7 Item 8 Item 9 Item 10 Top 10 Total % of Total Sales
This Month $ $ $ $ $ $ $ $ $ $
YTD $ $ $ $ $ $ $ $ $ $
Last Year $ $ $ $ $ $ $ $ $ $
Top 10 Sellers, by Volume Item 1 Item 2 Item 3 Item 4 Item 5 Item 6 Item 7 Item 8 Item 9 Item 10 Top 10 Total % of Total Sales
This Month
YTD
Last Year
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
[ABC Limited]
SAMPLE
FIXED ASSETS (C$ in thousands, unless otherwise indicated)
1. Properties, Buildings, Leasehold Description Land Building Plant / Factory Leasehold Improvement
Cost
Acc Amort
NBV
depreciation policy
Current Appraised Value
Cost
Acc Amort
NBV
depreciation policy
Current Appraised Value
Cost
Acc Amort
NBV
depreciation policy
Current Appraised Value
2. Equipment Description Equipment Machinery Tools Vehicles
3. Off Balance Sheet Assets Description Office lease Equipment lease Other lease / license etc.
Abbreviation(s): 1. NBV = Net book value
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
[ABC Limited]
SAMPLE
FIXED ASSETS (C$ in thousands, unless otherwise indicated)
Listing Detail
FA Category
Description
Land
[Address 1] [Address 2]
Building
[Address 1] [Address 2]
Plant / Factory
[Address 1] [Address 2]
Leasehold Improvement
[Address 1] [Address 2]
Vehicles
[Car 1] [Truck 2]
Equipment
[Item 1] [Item 2] [Item 3]
Office lease
[Address 1]
Equipment lease
[Lease 1]
Year of Manufacture (if applicable)
Year Acquired
Acquisition Cost
Acc Amort
NBV
Current Appraised Value
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
[ABC Limited]
SAMPLE
INTANGIBLE ASSETS (C$ in thousands, unless otherwise indicated)
1. Goodwill [Description of Goodwill and relevant history/anaysis]
2. Customer Contract(s) Reference
Contract Name
Start Date
End Date
Contract Rate
Extensions Key
3. Lease Commitments
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
[ABC Limited]
SAMPLE
CONTINGENT LIABILITIES (C$ in thousands, unless otherwise indicated)
1. Pension Plan & Other Retirement Benefits [Plan Description]
2. Product Warranties
3. Pending Lawsuits
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
[ABC Limited]
SAMPLE
SHARE CAPITAL, INCLUDING OPTIONS (C$ in thousands, unless otherwise indicated)
1. Share Capital Common Shares Class Par Value A B C Total Preferred Shares Class Par Value A B C Total
Voting
Dividend
Cumul Dvd
Authorized
Treasury
Issued
Outstanding
Voting
Dividend
Cumul Dvd
Authorized
Treasury
Issued
Outstanding
Year(s)
Number
Strike Price
Option Rights
Year(s)
Number
Strike Price
Warrant Rights
1. Description of Unusual shareholders' rights: > change in control provisions
2. Stock Options Grant Date Expiry Date
Total
3. Warrants Grant Date
Expiry Date
Total
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
[ABC Limited]
SAMPLE
DEBT OBLIGATIONS, INCLUDING NON-ARMS LENGTH TRANSACTIONS (C$ in thousands, unless otherwise indicated)
1. Bank Revolvers / Line of Credits No. Institution Facility 001 002
RBC RBC
2. Bank Term Loans No. Institution 001 002 003
RBC RBC RBC
Revolver Line of Credits
Orig Bal 1,000,000
Facility
Availability Fee (%) 0.25%
Interest (%)
Reduction
Timing (mos)
1.25%
50,000
6
Orig. Bal.
Original End Bal. Amort Period
Interest
Refinance Date
Orig. Bal.
Original End Bal. Amort Period
Interest
Refinance Date
Available Covenants Facility
Curr Bal Covenants
Term Loan Term Loan Term Loan
Total
3. Lease Commitments No. Institution
Facility
Curr Bal Covenants
Total
4. Non-arms Length Debt Due To / From Relationship
Amount
Interest Bearing
[Name]
100000
3%
Director
Demand loan bearing interest of 3% p.a. paid annually.
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
[ABC Limited]
SAMPLE
REVENUE (C$ in thousands, unless otherwise indicated)
Period
FY 2007
FY 2008
FY 2009
Q1 2010
Q2 2010
YTD 2010
CAGR
FY 2007
FY 2008
FY 2009
Q1 2010
Q2 2010
YTD 2010
CAGR
Total Sales Revenue Sales Revenue Breakdown: Sales Category 1 Sales Category 1, % of Total Sales Category 2 Sales Category 2, % of Total Sales Discussion
Sales Details Period Sales Category 1 Sales Revenue Sales Qty (units) Sales Unit Price Qty Growth Unit Price Change Customers Customer 1 Customer 2 Customer 3 Others Country/Location/Branch Location 1 Location 2 Location 3 Others
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
[ABC Limited]
SAMPLE
COST OF GOODS SOLD (C$ in thousands, unless otherwise indicated)
Period
FY 2007
FY 2008
FY 2009
Q1 2010
Q2 2010
YTD 2010
FY 2007
FY 2008
FY 2009
Q1 2010
Q2 2010
YTD 2010
CAGR
Total Cost of Goods Sold % of Sales Gross Margin (GM $) GM % Cost of Goods Sold Breakdown: Sales Category 1 Sales Category 1, % of Total Sales Category 2 Sales Category 2, % of Total Cost of Goods Sold Discussion
Cost of Goods Sold Details Period Sales Category 1 Cost of Goods Sold Qty Sold (units) Unit Cost Freight, Insurance Brokerage Storage Total Unit Cost Gross Margin Average Mark-up Suppliers Supplier 1 Supplier 2 Supplier 3 Others
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
[ABC Limited]
SAMPLE
OPERATING COSTS, EXCLUDING WAGES & BENEFITS (C$ in thousands, unless otherwise indicated)
Period
FY 2007
FY 2008
FY 2009
Q1 2010
Q2 2010
YTD 2010
Sales Wages & Benefits Advertising & Promotion Meals & Entertainment Telephone & Communications Travel
Marketing Wages & Benefits Advertising & Promotion Telephone & Communications Travel
Operations Wages & Benefits Advertising & Promotion Telephone & Communications Travel
istration Wages & Benefits Office Supplies General Insurance Rent Telephone & Communications Utilities Repair & Maintenance
Total Operating Costs
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
[ABC Limited]
SAMPLE
Human Resources Prior Year
Current Year
Overview Department Management Operations Sales & Marketing istration
Head Count
FTE
Overview Department Management Operations Sales & Marketing istration
Total Payroll
Head Count
Total
Total
Total Revenue per Employee Total Revenue per Sales & Marketing Employee
Total Revenue per Employee Total Revenue per Sales & Marketing Employee
FTE
Total Payroll
Details of Current Year Management Name [Name] [Name] [Name]
Title President CFO COO
Status FT FT FT
Ann Salary
Hourly Wage
Benefits
Total Annual
Bonus
Other Remuneration
Union [Y/N]
Status FT FT FT
Ann Salary
Hourly Wage
Benefits
Total Annual
Bonus
Other Remuneration
Title Union [Y/N] General Manager Supervisor Specialist
Status FT FT FT
Ann Salary
Hourly Wage
Benefits
Total Annual
Bonus
Other Remuneration
Title Secretary Secretary Secretary
Status FT FT PT
Ann Salary
Hourly Wage
Benefits
Total Annual
Bonus
Other Remuneration
Total Sales & Marketing Name Title [Name] Sales Manager [Name] Sales Rep [Name] Sales Rep Total Operations Name [Name] [Name] [Name] Total istration Name [Name] [Name] [Name]
Union [Y/N]
Total
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
[ABC Limited]
SAMPLE
INSURANCE (C$ in thousands, unless otherwise indicated)
Description of Insurance Plans Plan
Coverage Details
Broker
Annual
Deductible
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
[ABC Limited]
SAMPLE
TAX (C$ in thousands, unless otherwise indicated)
1. Corporate Income Tax Tax Entity
ABC Limited A Limited B Limited C Limited
Country of Tax Number Corporate Residence Relationship Canada Canada Canada Canada
123 123 123 123
1 2 2 2
Tax Juridiction
CC?
Loss Carry Forward
Taxes Unpaid
Tax Dispute?
Unpaid Penalties
Unpaid Interest
Prior Year Taxes
BC Alberta Manitoba Ontario
Relationship Code: 1 = Parent 2 = Subsidiary 3 = Associated 3 = Related, but not associated
2. Other Taxes [HST] [Payroll]
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
[ABC Limited]
SAMPLE
Legal Entities
ABC Limited
A Limited
B Limited
C Limited
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
[ABC Limited]
SAMPLE
Board / Management Bio Board of Directors [Name]
Chair
Bio
[Name]
Vice-Chair
Bio
[Name]
Director
Bio
[Name]
Director
Bio
[Name]
Director
Bio
Management Team [Name]
President & CEO
Bio
[Name]
Executive VP & CFO
Bio
[Name]
VP & COO
Bio
[Name]
VP & Chief Legal Counsel
Bio
[Name]
VP Business Development
Bio
[Name]
VP Human Resources
Bio
[Name]
VP Marketing
Bio
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
[ABC Limited]
SAMPLE
Organizational Structure
President/CEO
CFO
COO
VP, General Counsel
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
About KESPR Business Advisory
KESPR specializes in the gathering and analysis of business and financial information to facilitate business acquisitions and divestitures. This process is called Due Diligence and is a core competency in KESPRs Transaction Services practice. Our due diligence comprises both the commercial and financial aspects of a transaction and we participate in: - Pre-deal evaluation - Transaction evaluation - Deal structuring - Negotiations - Due diligence field work and findings report Our primary role is to produce a strong negotiating position and we will work closely with your staff, legal and other advisors, becoming an integral part of your transaction team. By helping you become aware of all the issues, you will gain the confidence to make decisions and take action. Our commitment to the success of your acquisition extends beyond deal closing. Leveraging knowledge gained from the due diligence process, we can provide financial and ing and leadership as you embark on integrating business processes and people.
Details: Phone: +1.604.723.1781 Email: [email protected] www.kespr.com
Financial Due Diligence Report Logo
[ABC Limited]
Report Date: June 3, 2010 Author's Note: This report sample shows the detailed information typcialy gathered during due diligence fieldwork for a complex business/organization and the presentation of that information for our Clients. Information gathered in this report serves many purposes, such as financial modeling, business valuation and post-transaction integration.
STRICTLY PRIVATE AND CONFIDENTIAL
Financial Due Diligence Report
STRICTLY PRIVATE AND CONFIDENTIAL SAMPLE
[ABC Limited] Date:
June 3, 2010
NOTICE TO READER KESPR has been engaged by [*] to perform [limited] financial due diligence on [ABC limited] and its subsidiaries. Our report has been prepared solely for the use of the directors of [*]. This report should not be referred to, in whole or in part, or quoted by expertise or referenced in any manner, or distributed in whole or in part or copied to any third party without our prior written consent. The scope of the work has been limited to the purpose of our engagement detailed in the engagement letter dated [DATE] Verification All material herein was prepared by KESPR based upon information obtained by the company or other sources believed to be reliable. The information contained herein is not guaranteed by KESPR to be accurate, and should not be considered to be all-inclusive. Projections This report may contain statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E the Securities Exchange Act of 1934, as amended. The words "may" "would," "will," "expect," "estimate," "anticipate," "believe," "intend," and similar expressions and variations thereof are intended to identify forward-looking statements. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond KESPR's ability to estimate, forecast or project, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Disclaimer on Post-Dated Events KESPR has no responsibility to update this report for events and circumstances occurring after the date of completion of our field work, which was completed on [DATE]. Limited Review report Because the scope of our work has been limited by the time available and/or by the information made available to us, you should not rely on our work and our report as being comprehensive as we may not have become aware of all facts or information that you may regard as relevant. Accordingly, KESPR is not in a position to make a representation, and cannot make a representation as to the sufficiency of these due diligence procedures for your purposes. Matters excluded Areas that were excluded from this due diligence review includes: - issues of law - fixed assets and work-in-progress valuation - intangible assset valuation - regulatory issues - other specialist area beyond the expertise of KESPR You should consider whether to obtain expert advice in relation to these areas. This report is issued on the understanding you have drawn our attention to all matters of which you are aware concerning the company’s financial position or the proposed transaction which may have an impact on our report up to the date of signature of the finalized report.
KESPR Business Advisors Richmond, British Columbia Canada
Financial Due Diligence Report [ABC Limited] Report Date: June 3, 2010 Report Contents I
Executive Summary Significant Findings
II
Background Information Company Description Industry and market trends Survey of latest economic forecast and news
III
Financial Review 1 Cash 2 Working Capital 3 Inventory 4 Fixed Assets 5 Intangible Assets 6 Contingent Liabilities 7 Tax 8 Equity 9 Debt Instruments, bank lines, key and conditions 10 Revenue, Cost of Goods Sold, Operating Costs Market Trends Customer Contracts 11 Human Resources Summary of Work Force Employee Wages, Benefits, Pensions Union Contracts 12 Insurance 12 Tax
IV
Subsequent Events
V
Financial Projections Management's Budget
Appendices A Legal Entities B Management Bio C Organizational Structure
Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL SAMPLE
Financial Due Diligence Report [ABC Limited]
EXECUTIVE SUMMARY Significant Findings: 1. Going Concern 2. Banking Facilities 3. Outstanding Claims Against Company 4. Tax & Other Legal Disputes
Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL SAMPLE
[ABC Limited]
SAMPLE
Background Information COMPANY DESCRIPTION
INDUSTRY DESCRIPTION
MARKET AND COMPETITION
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
[ABC Limited]
SAMPLE
Survey of Key Economic Forecasts 2007
2008
2009
2010 F
2011 F
0.5%
-2.5%
3.6%
3.5%
Bank of Montreal
2.2%
0.5%
-2.5%
3.3%
3.0%
CIBC
2.5%
0.4%
-2.5%
2.3%
3.0%
Average
2.4%
0.5%
-2.5%
3.1%
3.2%
Median
2.4%
0.5%
-2.5%
3.3%
3.0%
Real GDP Growth Rates Canada Royal Bank of Canada
2007
2008
2009
2010 F
2011 F
2007
2008
2009
2010 F
2011 F
Unemployment Canada Royal Bank of Canada
6.1%
8.3%
8.0%
7.2%
Bank of Montreal
6.0%
6.2%
8.3%
8.0%
7.5%
CIBC
6.0%
6.1%
8.3%
8.3%
8.1%
Average
6.0%
6.1%
8.3%
8.1%
7.6%
Median
6.0%
6.1%
8.3%
8.0%
7.5%
Retail Sales Canada Royal Bank of Canada
3.4%
-3.0%
6.5%
5.0%
Average
3.4%
-3.0%
6.5%
5.0%
Median
3.4%
-3.0%
6.5%
5.0%
Bank of Montreal CIBC
2007
2008
2009
2010 F
Housing Starts Canada Royal Bank of Canada
212.0
149.0
189.0
185.0
Bank of Montreal
228.7
211.6
148.9
182.3
178.8
CIBC
228.0
211.0
145.0
180.0
185.0
Average
228.4
211.5
147.6
183.8
182.9
Median
228.4
211.6
148.9
182.3
185.0 2007
2008
2009
2010 F
2011 F
I Canada Royal Bank of Canada
2.4%
0.3%
1.9%
2.2%
Bank of Montreal
2.1%
2.4%
0.3%
1.8%
1.9%
CIBC
2.1%
2.4%
0.3%
2.0%
2.1%
Average
2.1%
2.4%
0.3%
1.9%
2.1%
Median
2.1%
2.4%
0.3%
1.9%
2.1% 2007
2008
2009
2010 F
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
[ABC Limited]
SAMPLE
Survey of Key Economic Forecasts Recent Major Events Country
Date
Headlines
Canada
United States
Other
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
[ABC Limited]
SAMPLE
Historical Financial Statements (Summarized) Balance Sheet
Oct 31, 2007
Oct 31, 2008
Oct 31, 2009
[DD Date]
Cash & cash equivalents Restricted cash Prepaid expenses & deposits s receivable Inventory Other current assets Fixed assets, net book value Land Buildings Equipment Intangible assets Other assets Total Assets
s receivable Other liabilities Debt, current portion
Debt, long-term portion Deferred items Future income tax Common shares Preferred shares Retained earnings
Total Liabilities & Shareholders' Equity Abbrev: DD = Due dligence
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
[ABC Limited]
SAMPLE
Historical Financial Statements (Summarized)
Income Statement
Oct 31, 2007
Oct 31, 2008
Oct 31, 2009
[DD Date]
Revenue Cost of sales Gross margin Operating expenses Depreciation & amortization Operating profit Interest expense, net Unrealized losses (gains) Foreign exchange losses (gains) Income before tax Current taxes Deferred taxes Net Income (Loss) Retained earnings, beginning Dividends Adjustments Retained earnings, ending Note(s): [Significant ing policies]
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
[ABC Limited]
SAMPLE
Historical Financial Statements (Summarized)
Cash Flow Schedule
Oct 31, 2007
Oct 31, 2008
Oct 31, 2009
[DD Date]
Revenue Cost of sales Gross margin Operating expenses Working capital Realized foreign exchange losses (gains) Cash Flow from Operations Cash taxes After-tax cash flow from operations Cash used in investing: Equipment purchased Equipment disposed Cash used in financing Principal repayment Debt borrowing Interest expense Interest income Equity issuance Dividend payment Cash surplus (deficit) Cash, beginning Cash, ending Note(s): 1. Cash flow presented on a Direct basis
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
[ABC Limited]
SAMPLE
CASH & CASH EQUIVALENTS (C$ in thousands, unless otherwise indicated)
Date
10/31/2009
Notes
4/30/2010
Commentary:
(1)
Cash Restricted Cash Marketable Securities
1,000 x
1,254 854 527
Total
1,000
2,636
Bank s Acct No. Institution 01-00545-120 BOM 01-00545-121 BOM 01-00545-122 BOM
Type C S S
Holder ABC Limited A Limited B Limited
Location Vancouver, BC Richmond, BC Victoria, BC
Denom CAD CAD USD
Foreign Bal.
$100
C$ Bal $1,000 $150 $104
Rates 0.75% 1.25% 1.25%
Term * N/A N/A N/A
Rates 4.00% 2.00% 3.75%
Term * 12 15 23
Rates 0.25% 0.25% 0.25%
Term * N/A N/A N/A
$1,254 Short-term Investments Certificate No. Institution 01-00545-120 RBC 01-00545-121 Merrill 01-00545-122 AIM
Type CD M GIC
Holder ABC Limited A Limited B Limited
Location Vancouver, BC Richmond, BC Victoria, BC
Denom CAD CAD USD
Foreign Bal.
$100
C$ Bal $500 $250 $104 $854
Restricted Cash Acct No. Institution 01-00545-120 RBC 01-00545-121 Merrill 01-00545-122 AIM
Type S S S
Holder A Limited B Limited C Limited
Location Vancouver Vancouver Vancouver
Denom CAD CAD EUR
Foreign Bal.
$100
C$ Bal $250 $150 $127 $527
* Term in months Note(s): 1. As per audited financial statements 2 Balances as at DD field work date 3. Nature of restricted cash described here 4. Abbreviations: C = Chequing S = Savings = Commercial Paper M = Mutual Fund GIC = Guaranteed Investment Certificates CD = Certificate of Deposit 5. Bank Abbreviations Abbrev BOM RBC
Bank Name Bank of Montreal Royal Bank of Canada
Bank
Telephone
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
[ABC Limited]
SAMPLE
WORKING CAPITAL (C$ in thousands, unless otherwise indicated)
Quarterly Period Ended
10/31/2009
1/31/2010
4/30/2010
7/31/2010
Financial Ratios Liquidity Current Ratio Acid Test Ratio
x x
x x
x x
x x
Net Sales / Working Capital
x
x
x
x
Average Inventory / Working Capital
x
x
x
x
1/31/2010
Change ($) 4/30/2010
7/31/2010
Current Assets s Receivable Prepaid expenses & deposits Inventory Total Current Assets Current Liabilities s Payable Total Current Liabilities Net Working Capital
Note(s): 1. Ratio formulas: Current Ratio (Current Assets / Current Liabilities) Acid Test Ratio: (Current Assets -Inventory/ Current Liabilities) Net Sales / Working Capital Average Inventory / Working Capital
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
[ABC Limited]
SAMPLE
WORKING CAPITAL (C$ in thousands, unless otherwise indicated)
Working Capital Details
s Receivable Details Current (0-30 days) 31-60 days 61-90 days 90+ days Total Top Ten Customers Customer 1 Customer 2 Customer 3 Customer 4 Customer 5 Customer 6 Customer 7 Customer 8 Customer 9 Customer 10 Others
100 30 25 50 205
100 30 25 50 205
100 30 25 50 205
100 30 25 50 205
49% 15% 12% 24% 100%
49% 15% 12% 24% 100%
49% 15% 12% 24% 100%
49% 15% 12% 24% 100%
45 42 38 20 15 10 9 8 7 6 5 205
45 42 38 20 15 10 9 8 7 6 5 205
45 42 38 20 15 10 9 8 7 6 5 205
45 42 38 20 15 10 9 8 7 6 5 205
22% 20% 19% 10% 7% 5% 4% 4% 3% 3% 2% 100%
22% 20% 19% 10% 7% 5% 4% 4% 3% 3% 2% 100%
22% 20% 19% 10% 7% 5% 4% 4% 3% 3% 2% 100%
22% 20% 19% 10% 7% 5% 4% 4% 3% 3% 2% 100%
100 30 25 50 205
100 30 25 50 205
100 30 25 50 205
100 30 25 50 205
49% 15% 12% 24% 100%
49% 15% 12% 24% 100%
49% 15% 12% 24% 100%
49% 15% 12% 24% 100%
Provision for Doubtful s Customer 1 Customer 2 Customer 3 Customer 4 Customer 5 s Payable Current (0-30 days) 31-60 days 61-90 days 90+ days Total
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
[ABC Limited]
SAMPLE
INVENTORY (C$ in thousands, unless otherwise indicated)
Inventory on Hand Qty Category 1
Item 1 Item 2
Category 2
Item 3 Item 4 Item 5
Category 3
Item 6 Item 7
Unit Cost
Cost
Total
Top 10 Sellers, by Revenue Item 1 Item 2 Item 3 Item 4 Item 5 Item 6 Item 7 Item 8 Item 9 Item 10 Top 10 Total % of Total Sales
This Month $ $ $ $ $ $ $ $ $ $
YTD $ $ $ $ $ $ $ $ $ $
Last Year $ $ $ $ $ $ $ $ $ $
Top 10 Sellers, by Volume Item 1 Item 2 Item 3 Item 4 Item 5 Item 6 Item 7 Item 8 Item 9 Item 10 Top 10 Total % of Total Sales
This Month
YTD
Last Year
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
[ABC Limited]
SAMPLE
FIXED ASSETS (C$ in thousands, unless otherwise indicated)
1. Properties, Buildings, Leasehold Description Land Building Plant / Factory Leasehold Improvement
Cost
Acc Amort
NBV
depreciation policy
Current Appraised Value
Cost
Acc Amort
NBV
depreciation policy
Current Appraised Value
Cost
Acc Amort
NBV
depreciation policy
Current Appraised Value
2. Equipment Description Equipment Machinery Tools Vehicles
3. Off Balance Sheet Assets Description Office lease Equipment lease Other lease / license etc.
Abbreviation(s): 1. NBV = Net book value
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
[ABC Limited]
SAMPLE
FIXED ASSETS (C$ in thousands, unless otherwise indicated)
Listing Detail
FA Category
Description
Land
[Address 1] [Address 2]
Building
[Address 1] [Address 2]
Plant / Factory
[Address 1] [Address 2]
Leasehold Improvement
[Address 1] [Address 2]
Vehicles
[Car 1] [Truck 2]
Equipment
[Item 1] [Item 2] [Item 3]
Office lease
[Address 1]
Equipment lease
[Lease 1]
Year of Manufacture (if applicable)
Year Acquired
Acquisition Cost
Acc Amort
NBV
Current Appraised Value
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
[ABC Limited]
SAMPLE
INTANGIBLE ASSETS (C$ in thousands, unless otherwise indicated)
1. Goodwill [Description of Goodwill and relevant history/anaysis]
2. Customer Contract(s) Reference
Contract Name
Start Date
End Date
Contract Rate
Extensions Key
3. Lease Commitments
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
[ABC Limited]
SAMPLE
CONTINGENT LIABILITIES (C$ in thousands, unless otherwise indicated)
1. Pension Plan & Other Retirement Benefits [Plan Description]
2. Product Warranties
3. Pending Lawsuits
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
[ABC Limited]
SAMPLE
SHARE CAPITAL, INCLUDING OPTIONS (C$ in thousands, unless otherwise indicated)
1. Share Capital Common Shares Class Par Value A B C Total Preferred Shares Class Par Value A B C Total
Voting
Dividend
Cumul Dvd
Authorized
Treasury
Issued
Outstanding
Voting
Dividend
Cumul Dvd
Authorized
Treasury
Issued
Outstanding
Year(s)
Number
Strike Price
Option Rights
Year(s)
Number
Strike Price
Warrant Rights
1. Description of Unusual shareholders' rights: > change in control provisions
2. Stock Options Grant Date Expiry Date
Total
3. Warrants Grant Date
Expiry Date
Total
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
[ABC Limited]
SAMPLE
DEBT OBLIGATIONS, INCLUDING NON-ARMS LENGTH TRANSACTIONS (C$ in thousands, unless otherwise indicated)
1. Bank Revolvers / Line of Credits No. Institution Facility 001 002
RBC RBC
2. Bank Term Loans No. Institution 001 002 003
RBC RBC RBC
Revolver Line of Credits
Orig Bal 1,000,000
Facility
Availability Fee (%) 0.25%
Interest (%)
Reduction
Timing (mos)
1.25%
50,000
6
Orig. Bal.
Original End Bal. Amort Period
Interest
Refinance Date
Orig. Bal.
Original End Bal. Amort Period
Interest
Refinance Date
Available Covenants Facility
Curr Bal Covenants
Term Loan Term Loan Term Loan
Total
3. Lease Commitments No. Institution
Facility
Curr Bal Covenants
Total
4. Non-arms Length Debt Due To / From Relationship
Amount
Interest Bearing
[Name]
100000
3%
Director
Demand loan bearing interest of 3% p.a. paid annually.
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
[ABC Limited]
SAMPLE
REVENUE (C$ in thousands, unless otherwise indicated)
Period
FY 2007
FY 2008
FY 2009
Q1 2010
Q2 2010
YTD 2010
CAGR
FY 2007
FY 2008
FY 2009
Q1 2010
Q2 2010
YTD 2010
CAGR
Total Sales Revenue Sales Revenue Breakdown: Sales Category 1 Sales Category 1, % of Total Sales Category 2 Sales Category 2, % of Total Sales Discussion
Sales Details Period Sales Category 1 Sales Revenue Sales Qty (units) Sales Unit Price Qty Growth Unit Price Change Customers Customer 1 Customer 2 Customer 3 Others Country/Location/Branch Location 1 Location 2 Location 3 Others
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
[ABC Limited]
SAMPLE
COST OF GOODS SOLD (C$ in thousands, unless otherwise indicated)
Period
FY 2007
FY 2008
FY 2009
Q1 2010
Q2 2010
YTD 2010
FY 2007
FY 2008
FY 2009
Q1 2010
Q2 2010
YTD 2010
CAGR
Total Cost of Goods Sold % of Sales Gross Margin (GM $) GM % Cost of Goods Sold Breakdown: Sales Category 1 Sales Category 1, % of Total Sales Category 2 Sales Category 2, % of Total Cost of Goods Sold Discussion
Cost of Goods Sold Details Period Sales Category 1 Cost of Goods Sold Qty Sold (units) Unit Cost Freight, Insurance Brokerage Storage Total Unit Cost Gross Margin Average Mark-up Suppliers Supplier 1 Supplier 2 Supplier 3 Others
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
[ABC Limited]
SAMPLE
OPERATING COSTS, EXCLUDING WAGES & BENEFITS (C$ in thousands, unless otherwise indicated)
Period
FY 2007
FY 2008
FY 2009
Q1 2010
Q2 2010
YTD 2010
Sales Wages & Benefits Advertising & Promotion Meals & Entertainment Telephone & Communications Travel
Marketing Wages & Benefits Advertising & Promotion Telephone & Communications Travel
Operations Wages & Benefits Advertising & Promotion Telephone & Communications Travel
istration Wages & Benefits Office Supplies General Insurance Rent Telephone & Communications Utilities Repair & Maintenance
Total Operating Costs
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
[ABC Limited]
SAMPLE
Human Resources Prior Year
Current Year
Overview Department Management Operations Sales & Marketing istration
Head Count
FTE
Overview Department Management Operations Sales & Marketing istration
Total Payroll
Head Count
Total
Total
Total Revenue per Employee Total Revenue per Sales & Marketing Employee
Total Revenue per Employee Total Revenue per Sales & Marketing Employee
FTE
Total Payroll
Details of Current Year Management Name [Name] [Name] [Name]
Title President CFO COO
Status FT FT FT
Ann Salary
Hourly Wage
Benefits
Total Annual
Bonus
Other Remuneration
Union [Y/N]
Status FT FT FT
Ann Salary
Hourly Wage
Benefits
Total Annual
Bonus
Other Remuneration
Title Union [Y/N] General Manager Supervisor Specialist
Status FT FT FT
Ann Salary
Hourly Wage
Benefits
Total Annual
Bonus
Other Remuneration
Title Secretary Secretary Secretary
Status FT FT PT
Ann Salary
Hourly Wage
Benefits
Total Annual
Bonus
Other Remuneration
Total Sales & Marketing Name Title [Name] Sales Manager [Name] Sales Rep [Name] Sales Rep Total Operations Name [Name] [Name] [Name] Total istration Name [Name] [Name] [Name]
Union [Y/N]
Total
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
[ABC Limited]
SAMPLE
INSURANCE (C$ in thousands, unless otherwise indicated)
Description of Insurance Plans Plan
Coverage Details
Broker
Annual
Deductible
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
[ABC Limited]
SAMPLE
TAX (C$ in thousands, unless otherwise indicated)
1. Corporate Income Tax Tax Entity
ABC Limited A Limited B Limited C Limited
Country of Tax Number Corporate Residence Relationship Canada Canada Canada Canada
123 123 123 123
1 2 2 2
Tax Juridiction
CC?
Loss Carry Forward
Taxes Unpaid
Tax Dispute?
Unpaid Penalties
Unpaid Interest
Prior Year Taxes
BC Alberta Manitoba Ontario
Relationship Code: 1 = Parent 2 = Subsidiary 3 = Associated 3 = Related, but not associated
2. Other Taxes [HST] [Payroll]
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
[ABC Limited]
SAMPLE
Legal Entities
ABC Limited
A Limited
B Limited
C Limited
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
[ABC Limited]
SAMPLE
Board / Management Bio Board of Directors [Name]
Chair
Bio
[Name]
Vice-Chair
Bio
[Name]
Director
Bio
[Name]
Director
Bio
[Name]
Director
Bio
Management Team [Name]
President & CEO
Bio
[Name]
Executive VP & CFO
Bio
[Name]
VP & COO
Bio
[Name]
VP & Chief Legal Counsel
Bio
[Name]
VP Business Development
Bio
[Name]
VP Human Resources
Bio
[Name]
VP Marketing
Bio
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
[ABC Limited]
SAMPLE
Organizational Structure
President/CEO
CFO
COO
VP, General Counsel
Financial Due Diligence Report Prepared by KESPR Business Advisory
STRICTLY PRIVATE AND CONFIDENTIAL
About KESPR Business Advisory
KESPR specializes in the gathering and analysis of business and financial information to facilitate business acquisitions and divestitures. This process is called Due Diligence and is a core competency in KESPRs Transaction Services practice. Our due diligence comprises both the commercial and financial aspects of a transaction and we participate in: - Pre-deal evaluation - Transaction evaluation - Deal structuring - Negotiations - Due diligence field work and findings report Our primary role is to produce a strong negotiating position and we will work closely with your staff, legal and other advisors, becoming an integral part of your transaction team. By helping you become aware of all the issues, you will gain the confidence to make decisions and take action. Our commitment to the success of your acquisition extends beyond deal closing. Leveraging knowledge gained from the due diligence process, we can provide financial and ing and leadership as you embark on integrating business processes and people.
Details: Phone: +1.604.723.1781 Email: [email protected] www.kespr.com
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