Reasonable Investigation PowerPoint Presentation Slides

Reasonable
Investigation
Your Company Name

Technology/
Intellectual
Property
Strategic
Fit with
Buyer
Employee
Management
Issues
Taxation Marketing &
Business
Development
Insurance,
Antitrust &
Regulatory Issues
Financial
Due
Diligence
Customer
/Sales
Material
Contract
Litigation Competitive
Analysis
Environmental
Issues & General
Business Affairs
Due
Diligence
Summary
Due Diligence Outline2
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P&L - KPIs
Revenue
2.5
3.5
4.5
5.5
Q1 FY18
Q2 FY18
Q3 FY18
Q4 FY18
5%CAGR
2.5
3.5
4.5
5.5
Q1 FY18
Q2 FY18
Q3 FY18
Q4 FY18
CAGR
COGS
2.5
3.5
4.5
5.5
Q1 FY18
Q2 FY18
Q3 FY18
Q4 FY18
CAGR
Net ProfitOperating Profit
2.5
3.5
4.5
5.5
Q1 FY18
Q2 FY18
Q3 FY18
Q4 FY18
CAGR
Operating Profit
4
This graph/chart is linked to excel, and changes automatically based on data. Just left click on it and select “Edit Data”.
All Figures in USD MM

P&L-KPIs(TabularForm)
All figures in $ MM Q1 Q2 Q3 Q4
Net Sales 1,703.1 2,022.0 3,184.5 3,476.6
Other Income 4.0 9.9 11.8 31.8
Total Income 1,707.2 2,031.9 3,196.3 3,508.4
Expenses
Total Material Consumed 1,282.5 1,374.7 2,028.2 2,200.4
Employee Benefit Expense 92.1 128.4 155.6 226.5
Other Expenses 71.2 167.3 265.6 299.7
EBITDA 261.3 361.6 746.9 781.8
% EBITDA 15.3% 17.8% 23.4% 22.3%
Depreciation Expense 28.4 45.8 60.0 69.3
Financing Cost 66.9 128.8 198.1 273.9
Profit Before Tax 166.0 186.9 488.8 438.5
Taxes 4.0 -0.8 138.8 100.8
Profit After Tax 162.0 187.7 350.0 337.7
% PAT 9.5% 9.2% 11.0% 9.6%
FY
2018
5

Balance Sheet - KPIs
2.5
3.5
4.5
5.5
Q1 FY18
Q2 FY18
Q3 FY18
Q4 FY18
CAGR
Current Liabilities
2.5
3.5
4.5
5.5
Q1 FY18
Q2 FY18
Q3 FY18
Q4 FY18
5%CAGR
Current Assets
2.5
3.5
4.5
5.5
Q1 FY18
Q2 FY18
Q3 FY18
Q4 FY18
CAGR
Total LiabilitiesOperating Profit
2.5
3.5
4.5
5.5
Q1 FY18
Q2 FY18
Q3 FY18
Q4 FY18
CAGR
Total Assets
6

All figures in $ MM Q1 Q2 Q3 Q4
Shareholders‘ Equity 529.8 1,067.8 1,294.6 1,632.4
Non–current Liabilities 535.0 548.2 513.5 989.0
Short–term Borrowings 439.8 622.7 720.6 1,603.8
Trade Payables 352.9 508.9 760.4 433.7
Other Current Liabilities 5.9 147.3 289.5 372.6
Short Term Provisions 21.4 6.2 15.0 28.0
Current Liabilities 820.1 1,285.0 1,785.5 2,438.1
Balance Sheet - KPIs (Tabular Form)
FY
2018
7

Balance Sheet - KPIs (Tabular Form) Cont.…
Total Fixed Assets 803.2 1,034.6 1,159.5 1,751.3
Non–Current Investments 26.6 26.6 104.5 26.6
Long Term Loans and Advances - 8.0 73.4 204.8
Other Non–Current Assets - 13.8 - -
Current Investments - - - 77.9
Inventories 341.3 731.3 771.3 1,215.8
Trade Receivables 477.6 605.1 996.1 1,061.3
Cash and Bank Balances 33.0 89.5 132.2 258.8
Short–term Loans & Advances 75.8 169.1 76.9 131.6
Total Assets 1,760.4 2,678.1 3,316.3 4,730.4
8

Cash Flow Statement - KPIs
Operating Profit
2.5
3.5
4.5
5.5
Q1 FY18
Q2 FY18
Q3 FY18
Q4 FY18
5%CAGR
Operations
2.5
3.5
4.5
5.5
Q1 FY18
Q2 FY18
Q3 FY18
Q4 FY18
CAGR
Financing Activities
2.5
3.5
4.5
5.5
Q1 FY18
Q2 FY18
Q3 FY18
Q4 FY18
CAGR
Net Increase in Cash
2.5
3.5
4.5
5.5
Q1 FY18
Q2 FY18
Q3 FY18
Q4 FY18
CAGR
Investing Activities
9

P&L-KPIs(TabularForm)
FY15 FY16 FY17 FY18
Cash flow from Operations 3,184 3,476 4,621 6,168
Cash flow from Investing Activities 723 781 834 1,210
Cash flow from Financing Activities 326 337 223 459
Change in Cash & Cash Equivalents 1,017 1,303 1,490 1,836
10

Financial Projections – P&L
Mar-13 Mar-14 Mar-15 Mar-16 Mar-17 Mar-18 Mar-19 Mar-20 Mar-21 Mar-22 Mar-23
Net Sales 1,703.1 2,022.0 3,184.5 3,476.6 4,632.6 6,421.4 8,542.4 11,451.0 14,418.8 18,109.4 20,979.0
Expenses
Cost Of Goods Sold 1,282.5 1,374.7 2,028.2 2,200.4 2,859.0 4,148.2 5,467.2 7,271.4 9,156.0 11,499.5 13,321.7
Employee Benefit Expense 92.1 128.4 155.6 226.5 280.5 321.1 507.2 583.9 675.3 875.4 962.3
Other Expenses 71.2 167.3 265.6 299.7 552.9 570.1 728.9 939.7 1,162.5 1,429.8 1,667.8
EBITDA 261.3 361.6 746.9 781.8 971.7 1,409.1 1,868.5 2,687.8 3,459.5 4,342.0 5,067.7
%EBITDA 15.3% 17.8% 23.4% 22.3% 20.8% 21.9% 21.8% 23.4% 23.9% 23.9% 24.1%
Financing Cost 66.9 128.8 198.1 273.9 293.0 305.3 361.9 423.0 500.6 646.0 786.3
Profit After Tax 162.0 187.7 350.0 337.7 409.5 691.5 972.9 1,614.7 2,109.5 2,361.8 2,742.3
% Pat 9.5% 9.2% 11.0% 9.6% 8.8% 10.7% 11.4% 14.1% 14.6% 13.0% 13.0%
Income Statement (USD MM)
11

Financial Projections – Balance Sheet
Balance Sheet ($ MM)
Mar-13 Mar-14 Mar-15 Mar-16 Mar-17 Mar-18 Mar-19 Mar-20 Mar-21 Mar-22 Mar-23
Shareholders‘ Equity 529.8 1,067.8 1,294.6 1,632.4 1,856.0 3,247.5 4,220.4 5,835.2 7,944.6 10,306.4 13,048.6
Non–current Liabilities 535.0 548.2 513.5 989.0 1,155.0 1,033.3 829.1 744.2 569.8 1,285.4 1,283.5
Short–term Borrowings 439.8 622.7 720.6 1,603.8 1,681.6 2,139.6 2,835.0 3,813.4 4,797.6 5,982.1 6,897.9
Trade Payables 352.9 508.9 760.4 433.7 682.6 852.4 1,123.4 1,494.1 1,881.4 2,362.9 2,737.3
Current Liabilities 820.1 1,285.0 1,785.5 2,438.1 3,258.5 4,097.1 5,434.9 7,287.5 9,170.6 11,472.5 13,252.3
Total Liabilities 1,760.4 2,678.1 3,316.3 4,730.4 5,904.1 8,012.6 10,119.1 13,501.5 17,319.7 22,699.0 27,219.1
Total Fixed Assets 803.2 1,034.6 1,159.5 1,751.3 2,073.3 2,734.8 2,726.7 2,848.2 2,943.7 4,462.7 4,693.7
Inventories 341.3 731.3 771.3 1,215.8 1,355.2 2,120.6 2,754.6 3,649.3 4,569.9 5,730.8 6,627.5
Trade Receivables 477.6 605.1 996.1 1,061.3 1,713.1 2,068.3 2,742.9 3,657.9 4,596.4 5,752.4 6,637.4
Cash and Bank Balances 33.0 89.5 132.2 258.8 264.4 375.5 1,018.9 2,288.3 3,948.9 5,287.4 7,542.8
Short–term Loans & Advances 75.8 169.1 76.9 131.6 290.6 325.8 387.1 456.4 530.7 623.2 702.2
Current Assets 930.5 1,595.1 1,978.8 2,747.8 3,624.0 4,890.9 6,904.1 10,052.5 13,646.5 17,394.5 21,510.6
Total Assets 1,760.4 2,678.1 3,316.3 4,730.4 5,904.1 8,012.6 10,119.1 13,501.5 17,319.7 22,699.0 27,219.1
12

Key Financial Ratios (1/2)
10%
P/E Ratio
(Price-to-Earnings)
Q2 FY18
10Return on Assets
Q2 FY18
10%
P/E Ratio
(Price-to-Earnings)
Q1 FY18
10Return on Assets
Q1 FY18
10%
Debt To Equity
Ratio
10Return on
Equity
10%
Current
Ratio
10Return on
Investment
13

Key Financial Ratios (1/2)
Liquidity
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audience's attention.
Profitability
Activity
Solvency
14

Liquidity Ratios
4.3
2.5
2
5.5
6.4
0 2 4 6 8
FY 14
FY 15
FY 16
FY 17
FY 18
Current Ratio =
Current Assets
Current liabilities
3.1
2.01
0.67
1.98
4.1
0 1 2 3 4 5
FY 14
FY 15
FY 16
FY 17
FY 18
Quick Ratio =
Current Assets
Current liabilities
15

Profitability Ratios
22.5
29.5
34.6
42.5
54.2
0 20 40 60
FY 14
FY 15
FY 16
FY 17
FY 18
Net Profit Ratio =
Net Profit After Tax
Net Sales
31
21
38
45
49
0 20 40 60
FY 14
FY 15
FY 16
FY 17
FY 18
Gross Profit Ratio =
Gross Profit
Net Sales
16

Activity Ratios
1.3
1.6
2.2
3.4
4.1
0 1 2 3 4 5
FY 14
FY 15
FY 16
FY 17
FY 18
Inventory Turnover =
COGS
Avg. Inventory
1
1.5
2
4
5
0 2 4 6
FY 14
FY 15
FY 16
FY 17
FY 18
Receivables Turno =
Net Credit Sales
Average Accounts Receivable
17

Solvency Ratios
22.1
10.5
25.6
29.5
35.2
0 10 20 30 40
FY 14
FY 15
FY 16
FY 17
FY 18
Debt-Equity Ratio =
Total Liabilities
Total Equity
12.5
17.5
9.5
12.5
16.5
0 5 10 15 20
FY 14
FY 15
FY 16
FY 17
FY 18
Time Interest Earned Ration =
EBIT
Interest Expense
18

Conclusion
Are the company’s financial statements audited, and if so for
how long?
Do the financial statements set forth all liabilities of the
company, both current & contingent?
Are the margins for the business growing or
deteriorating?
Are the company’s projections for the future and underlying
assumptions reasonable and believable?
How do the company’s projections for the current year
compare to the board-approved budget for the same period?
What normalized working capital will be necessary to continue
running the business?
What is the condition of assets and liens
thereon?
Has EBITDA and any adjustments to EBITDA been
appropriately calculated?
Are the company’s financial statements audited, and if so for
how long?
Your Text Here
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19

Technology/
Intellectual
Property
20

Technology/Intellectual Property
01
02
03
04
05
06
07
08
What domestic and foreign
patents (and patents pending)
does the company have?
Has the company taken
appropriate steps to protect
its intellectual property?
What registered and common
law trademarks and service
marks does the company have?
What copyrighted products
and materials are used,
controlled, or owned by the
company?
What indemnities has the
company provided third
parties with respect to
possible intellectual property
disputes or problems?
Has the company granted
any exclusive technology
licenses to third parties?
What technology in-licenses
does the company have and how
critical are they to the
company’s business?
Is the company involved in any
intellectual property litigation
or other disputes?
21

Top Customers & Revenue
S. No. Customer Revenue
1 - $
2 - $
3 - $
4 - $
5 - $
6 - $
7 - $
8 - $
9 - $
10 - $
11 - $
12 - $
13 - $
14 - $
23

Customer Concentration Issues/Risk
Risk
Management
your needs and capture your audience's
attention.
Analysis
attention.
Action
attention.
Control
24

Customer Satisfaction
2018 4.5%
Overall Satisfaction
With Service
5.5%
Satisfaction With
Value For Money
Overall Satisfaction
With Relationship
New
Question
25

Other Customer Focus Areas26
What seasonality in revenue and working capital requirements does the
company typically experience?
Are there any warranty issues with current or
former customers?
What is the customer backlog?
What are the sales terms/policies, and have there been any unusual
levels of returns/ exchanges/ refunds?
How are sales people compensated/motivated, and what effect will the
transaction have on the financial incentives offered to employees?

Business
Compatibility
28
List of products, services or
technology the buyer doesn’t
have?
Will the company provide key people
and if so what is the likelihood of
their retention following the closing?
What revenue
enhancements will occur
after the acquisition?

Financial Compatibility
What integration will be necessary, how long
will the process take, and how much will it cost?
What cost savings and other synergies will be
obtainable after the acquisition?
What marginal costs (e.g., costs of obtaining third party
consents) might be generated by the acquisition?
29

Material Contract Checklist
S. No. Checklist Y/N
1 Guaranties, loans, and credit agreements
2 Customer and supplier contracts
3
Agreements of partnership or joint venture; limited liability company or operating
agreements
4 Contracts involving payments over a material dollar threshold
5 Settlement agreements
6 Past acquisition agreements
7 Equipment leases
8 Indemnification agreements
9 Employment agreements
10 Exclusivity agreements
11 Real estate leases/purchase agreements
12 License agreements
13 Powers of attorney
14 Franchise agreements
15 Equity finance agreements
16 Distribution, dealer, sales agency, or advertising agreements
17 Non-competition agreements
Yes No
31

Management Organizational Chart
Cindy J.
Florence
Tina
Mou
Rosie
Green
Max
Brown
Stephen
Woods
Jennie
Curry
Employee
Employee
Employee
Employee
Employee
Employee
Grace
Maria
Employee
David
Meyer
Employee
James
Kristy
Employee
Dona
Madina Employee
Julie
Warren Employee
Lora
Blair
Marketing
Communication
Manager
Tony
Williams
Marketing
Communication
Manager
Kate
Jeter
Responsibility
1
Derek
Crisp
Responsibility
2
Marketing
Communication
Manager
Bill
Durbin
Marketing
Director
Robert
Fowler
Business
Development
Manager
David
Johnson
33

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needs and capture your audience's attention.
Summary Of Management Incentive Or Bonus
Plans
Schedule Of Compensation Paid To Management Showing
Separately Salary, Bonuses, & Non-cash Compensation
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and capture your audience's attention.
Employment And Consulting Agreements,
Loan Agreements
Summary Of Labor Disputes
34
Key Issues

Litigation Timeline
1 2 3 4 5 6 7 8 9
Event 1
Event 2
Event 3
Event 4
Event 5
12 Days
10 Days
10 Days
10 Days
14 Days
Milestone 1 Milestone 2 Milestone 4Milestone 3 Milestone 5
9/1/18 9/16/18 9/30/18 10/10/18 10/28/18
Week
36

Litigation And Judicial Activities
International
Affairs & Commerce
Natural
Resources
Correctional
Activities
Litigation And
Judicial Activities
Disaster
Management
Environmental
Management
37

Litigation KPIs
Average Cost Per
Lawsuit
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editable. Adapt it to your
needs and capture your
Average Legal
Opinion Response
Time
This slide is 100%
% Litigation
Cases 'Won'
This slide is 100%
38

S.No. Checklist Y/N
1
Federal, state, local, and foreign incomes sales and other tax returns filed in the last five
years
2 Government audits
3
Copies of any correspondence or notice from any foreign, federal, state, or local taxing
authority regarding any filed tax return
4 Tax sharing and transfer pricing agreements
5 Net operating losses or credit carryforwards
6 IRS Form 5500 for 401(k) plans
7 Agreements waiving or extending the tax statute of limitations
8 Allocation of acquisition purchase price issues
9 Correspondence with taxing authorities regarding key tax items
10 Settlement documents with the IRS or other government taxing authorities
Taxation Checklist
Yes No
40

Insurance,
Antitrust &
Regulatory Issues
41

Antitrust And Regulatory Issues
Your Text Here
Analyzing scope of any
antitrust issues
Your Text Here
How consolidation trends in the
company’s industry might impact the
likelihood and speed of antitrust or
regulatory approval
Your Text Here
If the company has been involved in
prior antitrust or regulatory inquiries
or investigations
42

Insurance Checklist
S.No. Checklist Y/N
1 General liability insurance
2 D&O insurance
3 Intellectual property insurance
4 Car insurance
5 Health insurance
6 E&O insurance
7 Key man insurance
8 Employee liability insurance
9 Worker’s compensation insurance
10 Umbrella policies
Yes No
43

Environmental
Issues & General
Business Affairs
44

Environmental Issues
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to your needs and capture your
Your Text Here
Your Text Here
Your Text Here
Your Text Here
Your Text Here
Your Text Here
45

General Corporate Matters
List Of Subsidiaries And
Their Respective
Charter Documents
o Point 1
o Point 2
o Point 3
o Point 4
o Point 5
List Of “No-shop” Or
Exclusivity
Obligations
o Point 1
o Point 2
o Point 3
o Point 4
o Point 5
List Of Current
Officers And
Directors
o Point 1
o Point 2
o Point 3
o Point 4
o Point 5
Lists Of All
Security
Holders
o Point 1
o Point 2
o Point 3
o Point 4
o Point 5
46

Related Party Transactions
Any direct or indirect interest of
any officer, director, stockholder or
employee of the company in any
business that competes with or
does business with the company
Your Text Here Your Text Here
Any agreements with any
officer, director, stockholder
or employee that is entitled
to compensation
Your Text Here
Any agreements where
any officer, director,
stockholder or
employee has an
interest in any asset
47

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it to your needs and capture your
Plan
Documentation
Plan Operations
Non-Discrimination
Testing Results
Government Reporting
And Filing
Government
Documents
Government Regulation, Filings, And Compliance With
Laws
48

Property
49 Deeds
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Leases of Real Property
Deeds of Trust & Mortgages
Title Reports
Operating Leases
Financing Leases
Other interests in Real Property

Yearly Production
55
Product A
405
Product C
700
Product B
60
Product D
50

Marketing &
Business
Development
51

Business Development Process
o Blog Posts
o Articles
o Web Content
o Videos
Attract
Visitors
o E-Newsletter
o Webinars
o E-Books
o White Papers
Gather
Contact Info
o Phone
Consultations
o Demos
o Assessments
More
Interaction
o Your Text Here
o Your Text Here
Request a
Proposal
52

Marketing Strategy53
Integration Offline
Marketing
01
Social Media
Marketing
02
Search
Engine03
Blogging04
Email
Marketing05
Conversion
Analysis06
Planning
Execution
07
Management 08
Website
Design
09
Content
Management
10
Traffic
Building
11
Search Engine
Marketing
12

Competitive Landscape
Us Competitor 1 Competitor 2 Competitor 3
Image 5 1 9
Experience 9 9
Capital 1
Credit 1 5
Revenue
Sales 5 9 1
Location 9
Debt 1
Management 5 5
Investments 9
Poor – 1,2,3 Good – 4,5,6,7 Excellent – 8,9,10
55

Competitor Analysis56
Competitor Market Leader Challenger Niche Competitor Explanations
Own Business Text Here Text Here Text Here
o Good Service
o Small Product Range
o We provide maintain flexibilty
Competitor 1 Text Here Text Here Text Here
o Good Service
o Good Service
o Good Service
o Good Service
o Good Service
Other Text Here Text Here Text Here
o Good Service

Due Diligence Summary
Possible Solutions
Solution 1
Solution 2
Solution 3
Solution 4
Areas Of Concern
Area 1
Area 2
Area 3
Area 4
58

59
10:15 To10:30
Coffee Break
01
02
03
04

Column Chart
61
0.5 0.8 1
1.6 1.9 2 2.4 2.8
3.4
1
1.5
2
2.5
3
3.5
4
5
6
0
2
4
6
8
10
2010 2011 2012 2013 2014 2015 2016 2017 2018
ExpenditureIn($Billions)
Years
Product01 Product02

100%
0
10
20
30
40
50
60
70
80
90
100
FY '12 FY '13 FY '14 FY '15 FY '16 FY '17 FY '18
SalesInPercentage(%)
62
Area Chart
Product01
Product02

Line Chart
63
0
10
20
30
40
50
60
70
80
90
100
JAN FEB MAR APR MAY JUN JULY AUG SEP OCT NOV DEC
Profit(InThousands)
80%
92%
Product01 Product02

65
Our Mission
Mission
Vision
Goal

About Us
Professional
Creative
Talented
66

Our Team67
Name Here
Designation
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Adapt it to your needs and
capture your audience's
attention.
Name Here
Designation
attention.
Name Here
Designation
attention.

Financial
50%
attention.
75%
attention.
95%
attention.
68

Comparison69
40%
Male 70%
Female

Puzzle70
01
0203
04
capture your audience’s
attention.
attention.
attention.
attention.

Target71
attention.
02
attention.
01

Mind Map72
02
01
03
04

Venn73
01
03
04
02

Magnifying Glass74
01
attention.
04
attention.
02
attention.
03
attention.

75
needs and capture your audience's attention.01
Bulb Or Idea

76
Thank You
# street number, city, state
Address:
0123456789
Contact Number:
emailaddress123@gmail.com
Email Address:

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