LOI Signed. In Due Diligence

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January 20, 2021

by a searcher from Columbia University - Columbia Business School in Princeton, NJ, USA

It's an asset purchase in the manufacturing space. Aside from the standard QoE and quality of cash, cash conversion cycle, customers, suppliers, aged AR, equipment, etc, any other important financial due diligence for a manufacturing company? Is the leased assets going to be paid off by the seller at closing? What about the rental lease? Also, from an operational perspective, what kind of dd should I focus on? Many thanks!

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commentor profile
Reply by an intermediary
from The University of Chicago in Chicago, IL, USA
1) Bill W is one of the top guns. He has pointed out good topics.
2) Inventory costing (FIFO, LIFO, average, WIP, OH, obsolescence, etc.), frequency of counting, perpetual costing during monthly, order quantity and frequency, etc. are extremely critical.
3) I am surprised that the signed LOI does not address leased assets and rental lease. Are these operating lease or capital lease?
4) I am guessing working capital target is not in LOI. This is more challenging for manufacturing. businesses.
5) Also important is accrual .
6) There many more line items depending on the type of "manufacturing",
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Reply by a searcher
from University of Toledo in Shaker Heights, OH, USA
Going to add the importance of a certified M&E appraisal. This gets lost in the weeds often, but in many the value of the M&E is often not a far secondary in collateralized value to the real estate to support the debt burden of the company. Simply put, but a great manufacturing business with soon to be obsolescent machinery and you'll have a horrible business soon thereafter. You can find a certified CM&EA appraiser here: https://nebbinstitute.org/why-you-need-an-appraisal.html
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