Due Diligence

For any company, employing a focused and industry specific approach to pinpoint and understand the potential deal breakers of any partnership, JV or merger with another party is crucial to succeed in the fast-paced business world of today.

At FTMLS we combine extensive experience with expertise in different industry sectors, allowing us to provide our clients with accurate due diligence, tailor made to meet their needs.  When an important deal is on the line, you need be sure that you have discovered any potential red flags. We offer focused and timely due diligence services to put your mind at ease, allowing you to focus on other important aspects of the deal in question.

Commercial Due Diligence

Commercial due diligence helps investors obtain comprehensive answers to the questions that arise during an acquisition. Questions like: Is the industry fundamentally attractive? Does the company I want to acquire have a competitive position in the industry? And so on.

Our dynamic approach to commercial due diligence allows us to gain precise insight into specific targets or selected industries and we use our findings to effectively guide our clients in their investment evaluation and underwriting process. By evaluating the following 4 questions, our commercial due diligence team is able to produce timely and thorough results:

Value Creation Opportunities: We pinpoint ways to maximize revenue and minimize cost, spot the opportunities for realignment in the industry and implementing operational improvements.

Industry Attractiveness: We factor in the size of the market for the company that our client is interested in such as the growth drivers and projections in the as well as the significant profitability drivers of the market. We then use this information to create unique detailed market models with projections for the upcoming years.

Positioning of the Target Company: In analyzing the drivers of value creation in the targeted industry, we are able to differentiate factors for the company and its sustainability.

We tailor make each commercial due diligence task to suit our client’s individual needs and level of intensity. Our commercial due diligence projects typically last anywhere from a few days to several weeks, with deadlines usually being set by a potential closing date or the complexity of a target company.


Financial Due Diligence

Our financial due diligence team have a wealth of operating and transaction tax-related experience. We use a focused and detailed approach to quickly pinpoint and understand potential deal breakers, value drivers and other areas of specific interest, as per our client’s request.
We have poignant experience in the buy and sell aspect of transactions across all industries including but not limited to: healthcare, financial institutions, energy, environmental services, technology, and education.

Our Financial Accounting Due Diligence services include:

  • Assess the target’s quality of earnings, including the identification of overly aggressive accounting policies and the assessment of the adequacy of judgmental accounts, as well as GAAP accounting and SEC reporting compliance
  • Analyze cash flows (e.g., working capital changes, capital expenditures, etc.)
  • Review on and off balance sheet assets and liabilities
  • Identify key business drivers, trends in profitability and significant concentrations of risk
  • Evaluate management’s forecast
  • Conduct comprehensive discussions with management and their advisors
  • Perform both buy-side and sell-side due diligence
  • Exit Readiness

Operational Due Diligence

Discerning investors and corporate leaders are recognizing that all successful transactions begin after obtaining a thorough understanding of historical results and an evaluation of projected financial information. Whether it’s a merger, acquisition, divestiture or carve-out, the deal is cautiously pursued and expertly crafted to create value.
Regrettably, post-deal operating issues can disrupt even the best-laid plans. To maximize returns, a company must move forward and continue to take the necessary steps to improve operations – unlocking value, seizing opportunities, minimizing risks and maximizing the efficiency of cash flow throughout the investment lifecycle.
Our Operational Due Diligence professionals take the pressure of clients through meticulously analyzing functional and departmental processes, including manufacturing operations, supply chain and distribution channels, procurement and supply, information technology, and back-office operations such as finance, accounting, and human resources. From our thorough fact-based analysis, we identify and quantify potential EBITDA adjustments and working capital risks and opportunities to create Day One and First 100 Day plans followed by hands-on performance improvement. Our integrated Operational and Financial Due Diligence teams work closely in partnership to form an objective view of the transaction opportunity.

Our Operational Due Diligence services include:

  • Business Plan Review
  • Operational and Financial Planning
  • SG&A Review
  • Working Capital Assessment
  • Manufacturing and Operations Evaluation
  • Supply Chain Operations Diligence
  • Procurement and Supply Review
  • Technology Capability, Risk and Spend Planning
  • Sales & Marketing Effectiveness Assessment
  • Merger and Acquisition Planning
  • Divestiture (Carve-Out) Planning
  • Human Resources Assessment

This comprehensive operational due diligence methodology provides deep insight into the following investment considerations:

  • Gaining a comprehensive understanding of a target’s operations and its risks, including the cost base and CapEx requirements
  • Identifying performance gaps and potential improvement opportunities (e.g., cost reduction and/or revenue enhancement)
  • Assessing potential carve-out issues and associated costs
  • Identifying and/or challenging potential synergies
  • Providing insights on key deal issues – including quantifying key opportunities and risks

Valuation Services

Companies, private equity and hedge funds, investors and parties to contracts all handle transactional information that has been recorded at fair value and often subject to periodic measurement of such. The complexity of fair value measurement increases as fair value takes root in financial reporting and contractual arrangements among buyers, sellers, customers, vendors and employees.

Standard business transactions now require the calculation of fair value, as do strategic investment decisions. All of our professionals have a background working for large accounting firms and independent valuation firms and they each specialize in a particular area, as well as extensive knowledge of core valuation concepts. When our clients are valuing a business or other transaction, we go above and beyond to produce accurate calculations and financial figures.


Tax Due Diligence

Our Tax Due Diligence team is made up of experienced tax professionals who specialize in providing practical tax advice to corporate and private equity buyers throughout all stages of the transaction lifecycle. By taking an integrated approach to their work, combined with extensive operating and financial-related experience, the team uses a focused and tailored approach to efficiently pinpoint and understand potential deal breakers, value drivers and other areas of specific interest to our clients.

Our Tax Due Diligence services include:

  • Review target’s historic tax profile, planning, tax examination, acquisition/disposition, and filing history to assess potential risks and opportunities
  • Review and evaluate significant tax attributes, credits and incentives
  • Review and evaluate executive compensation matters
  • Review and comment on purchase agreement and disclosure schedules
  • Evaluate potential acquisition structures
  • Model transaction scenarios
  • Identify matters to be addressed post-closing, including integration related risks and opportunities

Real Estate Due Diligence

When a business transaction involves real estate, we strive to provide you with in-depth, accurate information on the property in question, to diminish your risk.

Our team of experts ensures the scope of the search uncovers any potential issues with regards to the transaction as well as identifying any factors that could limit the use and value of the property.

All of our professionals are experts on all property types and our team is distinguished by its combination of property and industry specific expertise, local market knowledge, global coverage and responsive service.

Our comprehensive real estate due diligence service includes:

  • Owner/Mortgage/Encumbrance Searches
  • 10-year Grantee/Grantor Searches
  • Coop Board Minute Searches
  • Chain of Title
  • Tax Assessor Searches

Legal Due Diligence

Our vast range of legal due diligence services, allow you to pinpoint and mitigate liabilities before you get to the deal table. Our trusted experts are fully committed to client satisfaction and meeting individual needs and we strive to produce timely and accurate results. Our legal experts thoroughly examine and identify any potential hidden risks or liabilities, as well as discovering whether there are any impediments on the acquirer and target sides to doing the transaction including: provisions in governing documents or applicable laws that restrict new stock issuances, laws or contracts that restrict ability to change control, enter a new businesses or expand.

The legal due diligence team will then evaluate their findings from the due diligence investigation and structure the transaction accordingly including drafting transaction documents and preparing their opinions to present to the client.


Intellectual Property

Conducting comprehensive IP due diligence has come to be essential when acquiring IP, raising capital, or seeking to obtain financial assistance. This is especially true with regards to M&A operations. Obtaining critical information about the strength of a company’s IP assets is key for influencing prices in M&A negotiations and taking prudent decisions on investing in, licensing-in/out, or acquiring/selling IP assets.

Our comprehensive IP due diligence service is complete in its scope and includes:

  • Identifying the company’s IP assets (patents, trademarks, designs, copyrights, domain names, contracts, etc.)
  • Verifying the status and ownership of each IP asset: sole or joint ownership, license, assignment agreements, etc.;
  • Ascertaining any restrictions on IP asset use.

KYC

Also known as Customer Due diligence our comprehensive KYC service verifies that the person or company is question is really who they say they are.  In a business environment, it is imperative to take active steps to diminish to mitigate potential risks with regards to financial crime, credit worthiness and anti money-laundering perspectives.

The successful completion of Customer Due Diligence will secure the clients legal responsibilities and prevent exposure for involuntary involvement in illegal transactions funded by money launderers or terrorist financers. Our extensive KYC due diligence entails the process of determining the source of funds that the transactions comprise of, as well as identifying and performing background checks of key parties, entities and their beneficial owners.


Reputational Due Diligence

Reputational due diligence is an effective way to support the strategic risk management of business marketing in international markets. Our service gives you the necessary insight of the associated risks attached to a business partner.

We offer a comprehensive level of third-party screening and due diligence solutions based on the potential risks inherent in the opportunity – from screening against sanctions and government watch lists to assessing the reputation of a potential partner through review of public records and local human intelligence and source inquiries.

Our experienced team of analysts conduct global compliance, watch list and sanction database checks and will identify corporate registration, if available. Our Compliance Screening service will assist in accurately validating a subject’s identity, minimize potential false positives, and include a thorough analysis identifying any potential risks, thus enabling you to focus your attention and resources in the right places.

An in depth review of 11,000+ media and news sources allows us to put any allegations in their proper context, for an objective decision making process.

Services Include:

  • Pre-transaction investigations of individuals and entities to determine the suitability and reputation of potential business partners
  • FCPA and other anti-corruption-related due diligence on potential third parties, agents and partners
  • Pre-appointment investigations of executive and board member candidates
  • “Self-due diligence” of individuals and entities to prepare them for the scrutiny accompanying public or private offerings

Employment Due Diligence

For companies needing to hire new employees or contractors, a pre-employment screening program is crucial to diminishing the risk of employee theft, misappropriation, criminal activity or violence in the work place. It can also minimize negligent hiring lawsuits.

Once you have hired the “wrong” employee, the cost and disruption of dismissing the employee is oftentimes monumental. Pre-employment screening enables you to avoid such inconveniences. Our expert team is experienced in dealing with sensitive and confidential information and we pride ourselves on producing fair and accurate reports. Our vision is to facilitate and automate the decision making process of employers, giving you peace of mind and elevated confidence.

Our common screening processes include:

  • Nationwide, Federal, statewide or county level criminal record background checks
  • Civil records check
  • International criminal and civil background checks
  • Employment Verification
  • Education Verification
  • Professional License and certification Verification
  • Social Security Number Trace and Verification
  • Consumer Credit report

And many more services to suit your companies needs.


Investment Due Diligence

We work closely with investors to conduct comprehensive compliance reviews and background checks into potential targets for investments. Our team focuses on assessing the compliance and integrity risk attached to a company and its executive, directors, and shareholders. Our investment due diligence services will allow you to negotiate closing contracts that require certain dispensations for compliance requirements that need to be completed by the target company post investment, knowing whether the owners and key personnel have had prior issues around integrity or compliance violations and finally the ability to understand and evaluate the companies reputation in the market and how they operate in their markets.

Our international team of compliance experts, lawyers and researchers have the necessary expertise to obtain, analyze, and highlight key information based on your needs, regardless of the global region.

Our Investment due diligence services include:

  • Anti-corruption and anti-bribery assessments on a reseller or distributor, including Foreign Corrupt Practices Act, OECD Anti-Bribery Convention and Bribery Act
  • Third party on-boarding for key material and services suppliers
  • Vendor and supply-chain screening and checks
  • Reputational and risk management
  • Mergers and acquisitions and joint ventures
  • Compliance Screening
  • Ethics and corporate social responsibility, including human rights violations and conflict minerals reporting
  • Fraud, embezzlement, financial irregularities and money laundering
  • Counterfeiting and intellectual property infringement
  • Anti-competitive behavior and price fixing
  • Grey market and illegal selling.

Market Research

Several global companies fail to recognize that market research plays a vital role in due diligence. In researching the customers of the investment candidate – and customers of competitive firms is a powerful tool, which yields accurate data with regards to the performance of a company. Companies who possess excellent customer satisfaction & loyalty, strong brand equities and secure future business flows, represent “safer” investments compared to those organizations that have lower levels of customer satisfaction and loyalty and weak brand positions.

Our Market Research Procedure Involves interviewing a vast range of customers of the potential acquisition/investment target. Including direct customers, distributors, retailers and other intermediaries. Surveys are conducted confidentiality and respondents are not aware that the survey is part of a due diligence program.

Oftentimes confidentiality issues lead us to conduct surveys without any customer data being provided by the client. This requires us to conduct preliminary research to identify which customers are purchasing the relevant product or service.

As a result of the market research conducted, accurate results are provided on the following areas:

  • Suppliers currently used
  • How long each supplier is used for
  • Brand Equity of Each Company
  • Overall satisfaction with the Acquisition candidate, and main competitors
  • Satisfaction with regards to key factors e.g. – Product/service quality- –
  • Innovation – Understanding customer needs – Speed & reliability of delivery
  • Value for Money – Technical Support – Quality of Sales & Marketing
  • Customer Loyalty towards the Acquisition target and main competitors
  • Future Purchasing Intentions

Due Diligence with regards to acquisitions can be highly sensitive and as such we make sure to keep the name of the potential purchaser, and the acquisition/investment candidate, strictly confidential. We adhere to this objective by taking the necessary measures to ensure that the name of the sponsor of the survey is only divulged to the Directors in charge of the project.

The market research team, which is responsible for conducting the interviews, is not aware of the client´s name or the purpose of the survey. They are simply informed that they are participating in an industry-wide customer satisfaction survey. This same information is revealed to the respondents we interview.

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