Company due diligence - Commercial and financial

Commercial and financial due diligence
Due diligence - important information
  • Due diligence is a comprehensive analysis of an enterprise, the aim of which is to show the actual condition and condition of the organization.
  • The purpose of the service is also to observe existing and potential risks arising from the company’s operations, organizational structure, distribution and supplies, financial liquidity, type of taxation, etc.
  • Due diligence helps reduce the disproportion in the quality and quantity of information held about a given company between the seller and the buyer in the case of mergers and acquisitions.
  • Due diligence is usually ordered by a potential investor interested in purchasing a given company. It is also often a direct condition for making a transaction.
Scope of support
  • Full analysis of the company in terms of finances and taxes

  • Reports and recommendations in written form

  • Analysis of the company’s documentation

  • Recommendation of pre-transaction activities

  • Full report with a discussion of the most important areas and threats

  • Full support of experts at every stage of due diligence

  • Other forms of support – depending on needs

Financial due diligence
  • Identification, assessment and minimization of financial risks related to the planned merger and acquisition transaction.

  • Support in the process of determining the financial conditions of the planned investment.

This is how we can help you

Structure analysis
revenues and costs

    • analysis of structure and revenue streams
    • analysis of operating and non-operating costs
    • identification and analysis of non-operational flows

Profitability analysis

    • analysis of the financial result over the years, including the level of margin
    • profitability analysis of individual product groups, segments and distribution channels

Assets and liabilities analysis

    • analysis of the valuation quality and completeness of assets and liabilities
    • analysis of financing sources
    • analysis of off-balance sheet assets and liabilities
    • indication and estimation of adjustments to net assets, debt and EBITDA
    • review of the calculation of tax liabilities and public law settlement balances
    • analysis of accruals

Conducted analysis financial documentation

    • analysis of the accounting policy pursued
    • analysis of financial statements, assessment of the quality of bookkeeping and financial reporting
    • review of material contracts, including financing contracts

Independent assessment of financial risks

    • indication of the main financial risks arising from the analysis
    • recommendation of pre-transaction activities that the Investor should seek at the stage of negotiations or preparation of the SPA agreement
What do you get
  • A complete and transparent financial picture of the analyzed company

  • Information about the structure of revenues,
    company expenses and assets

  • Description of the company’s financial risk
  • Analysis of the company’s financial documentation
  • Review of significant contracts and obligations

A number of factors influence the success and safety of transactions on capital markets, such as mergers, acquisitions or purchases of large blocks of shares. One of them is access to information, which is a basic condition for effective investing. Selecting appropriate information is not easy, and an additional difficulty is its asymmetry. In purchase-sale transactions, the buyer is exposed to additional risk resulting from the information advantage of the seller. One of the ways to reduce risk, which is the basis for a successful transaction and the starting point for an adequate valuation of the investment, is to properly conduct the due diligence process.

Due diligence is a comprehensive analysis of an enterprise , the purpose of which is to show the actual condition and condition of the organization, as well as to observe the existing and potential risks associated with the transaction. This allows for reducing the disproportion in the quality and quantity of information about a given company between the seller and the buyer.


Most often, due diligence is carried out before the transaction at the request and expense of the party interested in purchasing, in order to learn about the entity, the risks associated with running the enterprise and its acquisition, as well as to identify factors that could affect the sales price or the buyer’s potential benefit or loss. The seller, however, is obliged to provide the buyer with access to the information necessary to conduct the examination.

The survey carried out on behalf of the seller is the so-called vendor due diligence, used to identify problems that may be encountered by the party selling the enterprise. It allows you to minimize the risk of transaction failure and leads to achieving the most favorable conditions for the selling party. Moreover, it enables protection against disclosure of excessive amounts of information, because the report, by answering questions of interest to potential buyers, protects sensitive data and contacts. Vendor due diligence carried out by an external entity promotes an objective look at the tradable entity, its advantages and weaknesses, and also protects the seller against the risk of revealing a risk of which he was not aware and which affects the price, giving time and the opportunity to develop an appropriate position. negotiation.

Commercial due diligence

Commercial due diligence usually focuses on three areas: analysis of sales, the market and the company’s competitive environment. It involves determining whether the business in which the examined company operates is future-proof from the investor’s point of view, and also allows for assessing the company’s chances for development in the long term, determining the company’s position against the competition and determining the current and future needs of customers.

The conclusions from the due diligence analysis enable an appropriate decision to be made regarding the use of financial resources for the purchase of the enterprise, and also constitute an irrefutable argument in negotiations regarding the final transaction price. Moreover, the research report is a good basis for determining the company’s development strategy after the transaction.

Navigator Business Consulting conducts both commercial and financial due diligence , each time tailored and individualized for each company. Commercial due diligence usually focuses on three areas: analysis of sales, the market and the company’s competitive environment. It involves determining whether the business in which the examined company operates is future-proof from the investor’s point of view, and also allows for assessing the company’s chances for development in the long term, determining the company’s position against the competition and determining the current and future needs of customers. Financial due diligence allows you to obtain detailed knowledge about the company and guarantees correct valuation. Its basis is mainly accounting evidence. This study aims to confirm the reliability of the financial statements provided by the company, determine the actual margins achieved by the company and verify whether the financial results presented in the investment business plan are consistent with the current situation of the company.

The conclusions from the due diligence analysis enable an appropriate decision to be made regarding the use of financial resources for the purchase of the enterprise, and also constitute an irrefutable argument in negotiations regarding the final transaction price. Moreover, the research report is a good basis for determining the company’s development strategy after the transaction.

Case study

commercial Due Diligence on the foreign market

Project background
  • The client (a European leader in the segment of semi-trailers and car bodies) planned to take over a foreign entity (target) on an unpenetrated market.
  • The company expected NBC to assess the market viability of the investment and prepare an investment business plan
Project goal
  • Assessment of the market potential and market position of the target
  • Coordinating identical analytical work in technical areas
  • Preparation of a business plan for the target, including its integration
    with the acquiring entity
Our approach
  • Together with the target’s management team, we analyzed the entity’s market, including the size and growth potential of the market, the strategies and strengths and weaknesses of individual contractors and the expectations of the main customer segments
  • Substantive teams in various functional areas (purchasing, production, logistics) reviewed the target and identified potential synergies with the acquired entity.
  • We analyzed the target’s historical results and the impact of possible optimizations on the target’s future results
  • Based on historical analyses, market forecasts and organizational analysis, we have prepared a target development plan assuming product synergies and operational optimizations.
  • We have translated the target development plan into a financial model
Results
  • Assessment of investment attractiveness from a market, financial and technical point of view.
  • The specific size and development forecasts of the market in which the target operates.
  • Specified current and target product portfolio of the target, taking into account potential synergies with the acquiring entity.
  • Indicated sales model in various product segments and towards various customer segments.
  • Determined current and target profitability of the main product lines and actions supporting further improvement of the target’s profitability.
  • Tested target effectiveness in functional areas and identified possible optimizations.
  • Prepared forecasts of target results in various scenarios of the Company’s development.
  • Investment business plan summarizing the target development plan and investment attractiveness.

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