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Who We Serve - Support for Mergers & Acquisitions and Sales of Businesses
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:

Eric Edwards Dan Ward
303.220.5380 303.370.0002

Copyright Axiomate Phone: 303-220-5380