Business Consulting specializing in professionally confidential targeted mergers and acquisitions in the small to mid-market range; exclusively in the Drug Testing/Employment Screening/Urgent Care and Occupational Health Industry.

Service Detail

Typically, following a "Letter of Intent", the prospective buyer will want significantly more information then what is provided in a prospectus and financial summary.

The following "due diligence checklist" is not intended to be a defining list, because each company's due diligence will differ somewhat, but is instead intended to give a seller a "snap shot" of what some of the typical requests for information might be.

Due-Diligence Checklist (seller)

It is highly likely that a qualified suitor will want to see the following.

Person Responsible Date Received Item Description
___________ ___________ Financial statements for last 3 years, plus interim (including Auditors report, if available)
___________ ___________ Monthly summary income statement schedule for last 12 months
___________ ___________ Federal Income Tax returns for last 3 years
___________ ___________ State Income Tax returns for last 3 years
___________ ___________ Detail schedule of G&A costs for the current year (min. of 6 months)
___________ ___________ Copies of all debt agreements booked against these assets
___________ ___________ Copy of current and prior year budgets
___________ ___________ Accounts receivable aging as of the most recent month end for assets
___________ ___________ Schedule of write-offs for the current and prior year
___________ ___________ Accounts payable aging as of the most recent month end
___________ ___________ Current detailed Inventory schedule, with volumes and values (applies to on-site devices, etc.)
___________ ___________ Copies of lease agreements (other than real estate)
___________ ___________ Discussion of contingent liabilities (bonus's, earnout agmts., EEOC, SEC, IRS, etc.)
___________ ___________ Discussion of any purchasing, financing, royalty, franchise or other commitments
___________ ___________ Personnel organization chart ( this will give them an idea of how clients interact with you)
___________ ___________ Listing of employees, showing location, job description, pay rate, and date of hire
___________ ___________ Schedule of benefits plans, with supporting documentation
___________ ___________ Discussion of all lawsuits for past three years
___________ ___________ Discussion of any threatened or pending legal action
___________ ___________ Corporate legal structure
___________ ___________ Discussion of operations, accounting, and sales management software
___________ ___________ Laboratory contract and sample billing for most recent month
___________ ___________ Medical Review Officer contracts and sample billing for most recent month
___________ ___________ Copies of all distribution contracts, if any
___________ ___________ Copies of all employment agreements
___________ ___________ Copies of subcontractor agreements
___________ ___________ Copies of contract labor agreements, and schedule of contract personnel
___________ ___________ For both current YTD and prior year, schedule of revenue by contract (agrees to income stmts.)
___________ ___________ Copies of all material contracts (minimum of 75% of total revenue derived above)
___________ ___________ Copies of sales and marketing literature
___________ ___________ Listing of all customers billed in the last 6 months, sorted by revenue
___________ ___________ Copies of recent press releases and/or news articles
___________ ___________ Current sales backlog report, showing customer information with est. volumes and values
___________ ___________ Discussion of selling expenses, ie, commission plans, vehicle leases, marketing costs, etc.

It is highly likely that a qualified suitor will want to meet with several of your clients, especially those that command the highest sources of revenue and, not withstanding that, structure a contract that guarantees retention of a percentage of the client base (usually 90%) for a certain period of time (typically one year).