 |
|
|
|
|
|
|
|
|
|
|
For the individual or business buying a business, we offer a variety of business advisor and due diligence services tailored to
complement or augment your own internal expertise. Our goal is to help you understand exactly what you are buying. Our program is
designed to ensure that we collectively identify and diagnose key operational deficiencies as well as strengths of the target business. You
will receive our assistance in helping management correct infrastructure problems before they compromise the window of opportunity.
As prior executives of both successful and troubled businesses, we have raised money from venture capital groups by understanding
the process - including the distinction between management motivations and techniques and those of the financing party. We also
understand why seemingly good deals go bad!
Specified Services - Business Acquisitions
Axiomate continually strives to tailor its services to the specific exposures of the engagement. As companies mature and their specific
financing needs adjust, the investment risks also change. The scope of our recommended services change accordingly. This document
outlines the scope of Axiomate's services in the business acquisition process.
 Due Diligence and Business Assessment
Training and Skills Transfer
Transaction Advisory Services
Strategic Review Services
Market Research Services
Review of Underperforming Companies / Business Units
Private Investigation
Due Diligence and Business Assessment
Axiomate's core competency is due diligence, specifically infrastructure assessment. We are
skilled at helping investors and business buyers understand the strengths, weaknesses, opportunities and threats (SWOT)
of a given business. Our due diligence process is designed to identify and understand all
attributes of a particular company and its underlying business. Our SWOT analysis can be the
foundation of your integration plan that leverages strengths, shores-up weakness, capitalizes on opportunities
and steers the business clear of threats.
All companies have operating histories, good and bad, that must be well understood before any acquisition is consummated. These
operating histories include customer successes and failures; the development of reputations within the industry as well as with
customers, employees, prospective employees, banks, vendors, creditors and investors; the definition of the work culture, and a deep
investment in technology. This experience and legacy work to either facilitate or impede the future of the company.
Axiomate's due diligence team helps you understand the business' infrastructure and reputation. We seek to identify and understand
the opportunities and the threats hidden within the business history. We work help you to understand the kind of future this Company
can build from its history.
We can help you assess those challenges with the following specific services:
1. Infrastructure Assessment
We examine the infrastructure in each functional area of the business to establish discernible progress on the existing business plan
as well as identify management's upcoming challenges:
a. Finance We perform an extensive review of the finances of the target. The work includes developing a thorough understanding of all key accounts on a working trial balance with a comprehensive trend analysis of the numbers.
We validate the existence and values of all key business' assets and liabilities. However, our work is not a traditional audit, but rather a comprehensive understanding of the interrelation of numbers to business operations.
such as cross-checking old accounts with customer service histories and sales pipelines so as to gauge the extent of organizational intracommunication.
We look for evidence of hidden liabilities, including the possibility of current or impending legal action.
We also review the adequacy and completeness of the company's internal
accounting systems, reporting, cash management and internal control
procedures. We study the IT infrastructure and understand the information
systems plan within the context of the business vision.
b. Operations We believe the way the business
conducts its day-to-day operations (its processes of obtaining, creating,
delivering, installing and servicing its products or services) to be one of the
most telling aspects of a well-run, sustainable business. The fissures of business failure are most usually
evident in this area as it is common ground for all of the other disciplines of a business.
In particular, we study the manner in which a business develops, maintains, protects and continuously improves its core processes.
c. Sales and Marketing We find that the forecasts of many early-stage companies earmark a large portion of the proceeds for sales
and marketing. We also repeatedly find that the fundamentals and assumptions in this area are the least developed aspect of the
business plan. As a consequence, this area often becomes the "hole" where investment capital vanishes. We have a disciplined process
whereby we can challenge both management's assumptions and depth of thought in targeting customers, building brand and developing
channels. We will help identify and close these holes in the marketing budget.
Axiomate's marketing specialists are versed in market research. Although our market research capabilities are, in general, designed to
support our business assessments and valuations, we can provide a full range of market research services. We can conduct a variety of
market research projects from start to finish, and deliver usable market research customized to meet your needs (see Marketing
Services Profile.)
d. Technology We often find that technology companies are well positioned with their current revision of technology, but not yet poised to efficiently deliver the next generation of products. Many young companies lack the skills for planning, program management, product support or staffing (recruiting, development and retention) any or all of which can seriously impede the timely delivery of
subsequent products and compromise the window of opportunity. Axiomate's staff includes four experts with significant experience in
untangling failed technology development projects and four specialists who have successfully managed first and second generation
projects in emerging companies. We can identify such problems in the technology development group and provide you with
ready-to-implement remedies. We can provide you with a thorough assessment of the value, durability and uniqueness of the business'
intellectual property.
2. Business Culture Assessment We scrutinize the business culture. We work to understand the fundamental
value system within the organization. This helps us ascertain the
organizational drive. We find areas that are "culturally sponsored" to be particularly
well run and areas that are "culturally ignored" to be fraught with problems.
3. Business Relationship Assessment We work to understand the business' key relationships with its current and former customers, suppliers, employees and marketing partners.
Training and Skills Transfer
We work with management in planning the due diligence; including training the company's personnel to ensure they become vital
members of the due diligence team. Our process creates an opportunity for skill and knowledge transfer.We strive to train your
organization so that it will be comfortable with the overall due diligence process in future transactions.
We work with the buyer to match the specific services to the agreed upon engagement
exposures, usually augmenting the buyers exiting skills and desires when
participating in the due diligence effort.We then add our associates based upon a match the experience set of the associate to the
risks and needs of the due diligence so that we provide you with only
relevant, high-impact analysis.
Transaction Advisory Services
In addition to core due diligence services,
we can also assist companies, buyers and sellers, in many aspects of the deal
process. In many instances, we have been asked to play significant roles
in the development of the deal structure, participating in the negotiating team, and/or
assisting in the development and review of pertinent agreements including the
Letter of Intent and Purchase and Sale Agreement.
Our cultural assessment and operations teams can also be particularly helpful in
developing a preliminary business integration plan, including mapping the
culture and business processes of buyer and seller so as to ease the combination of the businesses.
Special Transaction Advisory Services for the Business Seller
For sellers of a business, we assist in packaging of a business for sale. Similar to the sale of a residence, companies that
organize their affairs and clean their ledgers before entering into transaction discussions will universally command a top price
at time of sale. We perform are own due diligence as if we were a buyer. From this, we are able to advise the seller about areas
that need to be dressed up before you begin marketing the company. We then assemble the data room to facilitate buyer due diligence
as the sale comes near. We have also marketed businesses for sale on behalf of the seller.
In some instances, sellers are asked to take back equity in the buyer as part of the sale. In such case, the buyer is asking your
investment as a part of the deal. When buyer's stock is part of the consideration paid, the seller's need of due diligence to fully
understand what it is buying is no different than the buyers need of due diligence. We highly recommend our due diligence services
in these instances. Some sellers find our cultural assessment skills highly valuable to help understand the impact of the new work
environment ahead for the seller's management team and workers.
Other Services
Strategic Review Services
Axiomate's due diligence team helps you understand the viability of the business plan. We offer a combination of services that
collectively work to provide reasonable assurance that an investment has merit.
Due to our rich experience in strategic planning, forecasting, market research, business plan drafting and execution, we are well suited
to thoroughly dissect any business plan. We understand management's commitment to the challenges of implementation. We can help
you assess those challenges with the following specific services:
1. We scrutinize the financial model. We work to understand its axioms, assumptions, "leaps of faith" and calculations. We can then help to establish metrics and milestones that can be used by the board and management team to monitor business progress.
2. We can review market size, dynamics and strategies. Our market research team can validate the market assertions within the plan including the size of the market, the viability of distribution and pricing strategies, and the strength of existing and potential strategic partnerships. We typically find that the sales and marketing disciplines are to receive a large portion of the use of proceeds, yet the specific assumptions behind the plan are the least analyzed. We can identify, quantify and seal-off the deep hole of the marketing budgets that consumes far too many investments.
3. We can validate exit strategies by examining acquisition trends within the industry. We can help identify primary and secondary suitors, and current prices paid, while further identifying parallels and inconsistencies between the existing strategic directions of such with those of the target and those of potential suitors.
4. We can complete background checks of the management team to validate education, job history and accomplishment disclosures set forth on resumes. We can perform a thorough background check for hidden financial or legal issues of business principals.
5. We can perform an early cultural assessment to establish a cultural projection based simply upon the values and goals of the existing management team. This will identify early problems in the areas of team building and business infrastructure development.
Market Research Services
In addition our core due diligence and transaction services, we also provide subject matter expertise in the areas of manufacturing,
retail, distribution, healthcare, software and Internet development, (tangible) product engineering and development, and healthcare.
We have resources with expertise in technology, marketing and operations within these markets.
Review of Underperforming Companies / Business Units
Our due diligence methodologies are readily applied to subsidiaries and portfolio companies that do not appear to be delivering the
results you had expected. We work with you to continuously monitor management's progress either discretely or in conjunction with
your management team. The process is similar to investor due diligence, except that we enter the engagement with the presumption
that management has not been true to its business plan. This presumption allows us to concentrate our activities on identifying areas
that are deficient of management's attention. We typically may find a correlation between the shortcomings of a business and the lack of
management focus. In all cases, we will not only identify the problem, but will provide you with a meaningful prescription to address the
ill.
Private Investigation
We can complete background checks of the
buyers management team to validate business operating history, credit
history and find existing lawsuits. Our services can be of varying scope at the
discretion of the client.
Our work can include combinations of the following:
Identification/Confirmation of Social Security Number, Birth Date and Address History
Real Property and Other Identifiable Assets (local area/one state)
Employment and Education Verification
Corporate Affiliations and Limited Partnerships
Identification of Uniform Commercial Code and Lien Filings
Federal and State Judgments
For more information, please contact:
|
|
|
|
|
|
|
|
|
|
|
 |
