Operational Due Diligence: The Ultimate Checklist

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September 26, 2024

by a searcher from University of Florida - Warrington College of Business Administration in Miami, FL, USA

Hey - I've put together a guide that covers operational Due Diligence. Hopefully it's valuable to at least someone out there!

(If you want weekly free tips like the one below, subscribe to my newsletter at services.nextleveloperator.com)

What is operational due diligence?

Any business is simply a collection of repeatable systems and processes. Managing how well these systems perform is called operations.

You want to buy a business with good operations - or at least be confident that you can step in and improve them.

That's where an operational DD comes in. Simply put, your operational DD is all about identifying and analyzing the existing systems and processes in your potential acquisition.


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The goal of an operational DD is to map out the entire value chain from customer acquisition to service or product delivery - ending with offboarding. This excercise will give you a level of understanding of a business that you won't get simply by looking at financial statements.

Start by identifying the key processes:


1. Customer Acquisition (How the business gets new customers)

- Start by investigating how the business gets new customers. Is there a reliable and repeatable process?

- Look for predictable, measurable methods: organic website traffic, paid ads, cold calling, email campaigns, direct mail. All these acquisition methods are predictable.

- Remember: Word of mouth is great, but it's not reliably scalable.

- Rule of thumb: If it can be measured, it can be managed. Arbitrary or random customer acquisition? That's a red flag.


PRO TIP: Put yourself in a potential customer's shoes and go through the entire journey. Google "Best [business type] near me" - does the company appear? Are they running ads? How do they compare to the competitors? Analyze their acquisition funnel: landing pages, contact methods, response times. Call them! How quickly do they answer? What's their pitch like?


The goal in this initial stage is for you to get a feel for how they're acquiring new business - and identify any potential red flags or optimization possibilities. But don't just take the owner's word for it - actually go through the process yourself!


Dig Deeper

Once you've mapped out the primary acquisition process, dive into the details. Here are some questions to answer;

1. How long is the typical sales cycle?

2. What's the average deal size?

3. Which products or services are easiest/hardest to sell? What are the high-ticket and high-margin items? Are they making a conscious effort to sell more of those products?

4. For cold outreach, how do they source their leads? How do their conversion rates compare to industry standards?


There are many different ways to figure out the answer to these questions, but lean on hard data wherever you can. Ask for customer invoices for the past 1-2 years and analyze them yourself. Your last resort should be trusting the owner's word - not your first.


2. Order Fulfillment: Production / Service Delivery

The next step after customer acquisition is order fulfillment. This step is often overlooked because marketing is fun, but dealing with customers isn't. Make no mistake though - this step is absolutely critical.

Here, you want to understand how good the business is at making their customers happy. Here's how:


- Start with the customer onboarding process. How long does it take and how many steps does it involve?

- Who is involved in fulfillment? Is it a separate department or is it handled by salespeople?

- Are there any obvious bottlenecks? Meaning, is onboarding getting backed up because they can't handle the order flow, or is it idle due to insufficient sales?

(PRO TIP: The onboarding pipeline will tell you if the business is working at capacity or not.)

- How do they collect customer feedback and reviews? Is there a process to produce case studies and testimonials?

- How often do they communicate with customers? Is there a nurturing process in place? (Think email sequence or monthly check-ins)

- What's the rate of repeat business?


Remember: in an operational review, you're after the "how" of a business - not just the "how much". Your goal is to build a comprehensive picture of the business's day-to-day operation.


3. Customer Service

You can learn a lot about a business from how it handles customer complaints:

- First of all, how active is their customer support? Do they get a lot of questions and/or complaints? This is a potential red flag.

- How accessible is the support team?

- What channels are available for customer contact, and what is the response time?

- What do reviews say? Read them - they'll tell you what customers like and don't like about the company.


Again, don't trust the owner on this. Pressure-test it yourself. Call the number or email them and see how long before they get back and what kind of answers you get.


4. Supply chain Management

The key thing here is to make sure that suppliers will stay with you through an owner change - and that they can scale with you as you grow the business.

Review supplier contracts:

- How long have they been working with the business?
- Has the account grown over time?
- Are we paying our bills on time?
- Can they increase capacity to support your growth?
- Have there been price increases? By how much?
- How dependent is the business on single suppliers?

Identify and mitigate supply chain risks. Develop contingency plans for various scenarios. It doesn't need to be exhaustive, but have a game plan for supplier issues or changing circumstances.

5. Technology and Systems

Evaluate the tech stack and familiarize yourself with the main tools. It's just embarrassing to get there on your first day and not be able to figure out how to check your email. Find out which systems they're using and watch a couple of Youtube videos on how they work. Here are a couple of other questions to answer:

- What CRM do they use, if any? Is it scalable?
- Are different departments using different tools? Are they all working in silos or are they sharing resources?
- Look for quick wins by identifying redundancies or outdated systems where employee morale could be improved with simple updates.

CRITICAL: Proprietary Technology
If there is proprietary technology, it's absolutely crucial to identify who manages it. There's often significant key man risk with proprietary tech - typically one person built it and nobody else understands it. If so, plan to create comprehensive documentation and keep that key person happy during the transition.

6. HR and Organizational Structure
People are key in any business - but especially so in an SMB. Do your homework before you take the reigns, and people are more likely to be happy and stick around, and you're less likely to make costly mistakes.

- Review the organizational structure and key personnel
- In small businesses, the org chart doesn't tell the full story because roles often overlap. The CMO might also be the head of sales, or the front desk person might handle bookkeeping. To combat this, map specific tasks to individual people in the org chart, instead of titles.
- Identify hidden key personnel - those critical to the business but not apparent from the org chart. Every business has them, and if you get rid of them by mistake, it's going to cost you.
- Assess workforce skills, turnover rates, and employee satisfaction.
- Analyze the workforce demographics, tenure, and any obvious staffing issues.

You want to know as much as possible about the employees before you actually take ownership. For example, are 50% of the employees likely to retire within a couple of years? That's a major red flag.

7. Customer Base & Relationships
You should try to find out as much as you can about the customer base.

Try to collect as many invoices as you can, from at least a year back - preferably two.

Go through them and analyze them as much as possible. Look for things like;

- What is the core product? Are they actively selling it?
- Are there repeat customers? Who are the most valuable customers?

Understanding customer demographics and retention rates.
- Try to get a picture of WHO they’re selling to, and how.
- Customer demographics are important. For example, if you’re buying an accounting firm - what is the average client age? If they’re all in their 70’s, there is a significant risk of losing clients through natural causes.
- You want to have a picture of the current clients and the ideal clients before you take the keys.

8. Operational Metrics & Performance Tracking
- Assess the sophistication of their performance tracking
- Small businesses often lack advanced dashboards and KPIs, but look for basics like sales activity tracking, churn rates, and any form of management dashboard
- If performance tracking is lacking, this presents a quick win opportunity post-acquisition
- For businesses that do track KPIs, benchmark against industry standards
- Compare marketing performance, sales metrics like cold-call close rates to industry peers

PRO TIP: One of the first things you should do as the new owner is implement performance tracking. Don't go crazy with the dashboards, but make sure you're tracking your KPI's. Remember, what gets measured gets managed.

Is the Business Ready for Growth?

Remember, you're not buying a business to maintain the status quo - you want it to grow.

Oftentimes, we think of growth as simply increasing the inflow of customers, i.e. "just sell more" - but all these systems are linked together and it’s important to stress test the entire chain of operations to figure out if the business can handle the increase. This is done through a capacity analysis.


Once you have figured out the main processes, they need to be stress-tested.


What happens if we increase our inflow by 20%?


Will onboarding get backed up and we’ll start seeing unhappy clients? If you’re selling physical products, can the distribution center handle the increase? What about customer service? Will our service levels go down and we’ll have to recruit more people?

The key is ensuring fulfillment can meet increased demand. If it can't, you need contingency plans.


Final Words

Operational due diligence is not just about finding potential problems but also identifying opportunities for improvement and growth.


By thoroughly understanding the inner workings of the business, you'll be better prepared to take the reins and scale it effectively.


Make sure you stress-test the key systems to ensure they can handle increased demand, and plan for contingencies. The more you uncover during this process, the better equipped you'll be to make informed decisions and set the business up for long-term success.


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commentor profile
Reply by a searcher
from Harvard University in Texas, USA
Ops & Commercial dd is a vicious circle. While above are starters, in my experience, it is a lot deeper than these. One needs to get in the skin of the operator to know the business, that too without meeting the team as I do not like to panic owner/team of a change coming that early in the game. Way more deeper.
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Reply by a professional
from Miami University of Ohio in Highland Park, IL 60035, USA
This is a very well thought out response to Operational Due Diligence. There are aspects of technology from an operations standpoint that should also be included in the checklist. DM to discuss.
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