Everything Sellers Need to Know About Financial Due Diligence

About the Episode

In this episode of M&A Talk, we discuss the intricacies of financial due diligence with award-winning CPA Helana Robbins Huddleston, a partner with CohnReznick Advisory with over 20 years of experience. We talk about ways sellers can prepare for a sale, the key areas investors look into when considering a business for investment or acquisition, how you can hasten the sales process, and much more. If you are thinking of selling or buying a business, join us to learn more about this critical area of preparation. 

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In this Episode

3:15 What does financial due diligence consist of?
5:15 How long does financial due diligence take?
7:00 What other information is needed beyond what is in the accounting file?
8:15 What are the most common problems you discover in financial due diligence?
10:20 How common is it to discover material issues during due diligence?
12:45 How much can an overstatement of EBITDA affect the purchase price by?
14:30 To what extent is it necessary to prepare for due diligence?
17:05 How long does sell-side due diligence take?
18:15 Who does the clean up work, if any is required?
20:10 Can/should the seller’s CPA perform pre-sale (sell-side) due diligence?
24:55 What does pre-sale (sell-side) due diligence cost?
29:30 Do you recommend an audit?
28:25 What’s the difference between an audit and financial due diligence?
30:15 How much does an audit cost?
32:15 What is a quality of earnings analysis/report?
33:00 Does the buyer require a Q of E report?
34:30 Is the Q of E report in a narrative format with explanatory information?
35:40 How long is a Q of E report?
36:45 Are you a fan of virtual data rooms (VDRs)?
38:00 Who needs the Q of E report?
38:45 How is net working capital calculated?
40:30 Why is working capital included in the price?
42:20 How do you calculate working capital?
44:50 What are the other major issues related to financial due diligence?
46:40 How commonly are issues discovered after the closing?
49:40 Who quarterbacks the due diligence process?
50:15 What experts are on the due diligence teams?
51:30 What clauses in the purchase agreement relate to financial due diligence?
55:35 How can the seller speed up due diligence?

Highlights

  • Financial due diligence can often be conducted in one week once the information is gathered together.
  • Not preparing for due diligence increases the time it takes to close the transaction and dramatically increases your legal fees – problems uncovered in due diligence will need to be addressed in the purchase agreement.
  • 95% of investment bankers require that the seller conduct pre-sale (sell-side) due diligence before they go to market.
  • Your CPA MUST have experience conducting M&A due diligence to help you prepare for the sale.
  • Buyers prefer to see financial statements on an accrual basis (aka GAAP compliant).
  • Many CPAs don’t want to conduct sell-side due diligence because they aren’t familiar with the process.
  • Conducting pre-sale financial due diligence often pays for itself.
  • Pre-sale financial due diligence is different from an audit.
  • An audit carries much more weight if it’s conducted by a reputable firm.
  • Ask for a redacted or sample quality of earnings report (Q of E report) before you pay for one.
  • A Q of E report can be used when marketing a company.
  • The key features of a data room are user-friendliness and updates when a new document has been added.
  • Most transactions are cash free, debt free, and include net working capital.
  • Even an audit will not uncover every problem – audits have a materiality threshold.
  • Financial due diligence is separate from tax due diligence.

Learn More About This Episode

Meet Our Guest

Helana Robbins Huddleston

Helana Robbins Huddleston

Partner at CohnReznick Advisory | Chicago, Illinois

Helana Robbins Huddleston is a partner with CohnReznick Advisory with over 20 years of expertise in financial due diligence, restructuring, auditing, and business process improvement. Helana leads buy-side and sell-side financial due diligence engagements with strategic and financial buyers for private and public companies with enterprise values ranging from $10 million to $500 million. Helana was recently honored by the business newspaper Crain’s Chicago Business as Notable Gen X Leader for the service she provides to her clients and community. Helana has also received the Emerging Leaders Award from M&A Advisor in 2018 and the Turnaround of the Year Award from the Turnaround Management Association in 2011.

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