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Risk Assessment Techniques for Valuation and Due Diligence of Operating Companies
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| Guest post by: Jack Greene |
Article Overview: Disciplines such as legal, financial, treasury, and accounting always participate in valuation, but equipment, processes and facilities should as well be considered because they affect not only the balance sheet but also future P&L results of the entity. This article describes due diligence tasks for an operating, manufacturing or processing entity, to quantify physical characteristics, validate claims, identify serious problems and suggest improvement opportunity.
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Free Download - Risk Assessment Techniques for Valuation and Due Diligence of Operating Companies By Jack Greene |
Risk Assessment Techniques for Valuation and Due Diligence of Operating Companies
Disciplines such as legal,
financial, treasury, and accounting always participate in valuation, but
equipment, processes and facilities should as well be considered because they
affect not only the balance sheet but also future P&L results of the
entity. This article describes due diligence tasks for an operating, manufacturing
or processing entity, to quantify physical characteristics, validate claims, identify
serious problems and suggest improvement opportunity.
A basic corporate
strategy is to merge or consolidate to concentrate resources for successful
operations; economies of scale can minimize cost in any economy, especially
this one.
But don't overlook facilities and operations, where
all the plans and expectations must come together or the new entity won't
function.
Factors
to Assess
Often there are several interdependent factors that
have a very significant impact on the suitability of the acquisition or merger
candidate. It is wise to visit the sites, to scrutinize and quantify such
topics as:
1. Work done: Output, capacity,
present cost, potential improvement.
2. Facilities: Capability for the
task, condition, exposures. Lease, own.
3. Productivity: What it is, how
to make it better.
4. Technology: How current and
how effective. New product introduction process.
5. Systems: Existence and
effectiveness of manual or electronic systems.
6. Constraints: Identify and
quantify them, suggest how to relieve them.
7.
Priorities: Quantify the relatively few factors which cost the most and offer
the biggest potential for improvement.
8.
Logistics: Materials, flow. Inventories and obsolescence.
9. Organization: Status now and
possible improvement from synergies and critical mass available within the
proposed organizations.
10.
Manufacturing documentation: List and evaluate the documentation that supports
specifications, products, processes, quality control, customer support, shop
floor control, materials, maintenance, government regulation. Does the entity actually
possess the intellectual property and government approvals it claims?
11.
Vendors for major components. Strength of, dependence on, vendors.
12.
Location strategy: What should be where if the merger proceeds; potential
benefit of relocation.
Post-Merger transition
Facility planning and industrial
engineering actions can also be very useful in the transition after an
investment, especially to reach the expected levels of growth, modernization,
new product introduction, technology, integration, or interaction for which the
investment is targeted.
Application
While this approach is designed
for industry, it is also effective in
situations where the output is paper, or ideas, or customer service, or
container loads. It works well in military
Base Realignment and Closure. Most activities involve the same factors;
work, a process flow, output, constraints, manning, task assignment, equipment,
progress reporting, and organizations.
Most mergers and consolidations involve the same
factors; work, a process flow, organizational structure, missions, material, output, constraints, manning,
task management, equipment, schedules, and progress reporting. The lawyers and
accountants may not judge the impact of these factors, many of which are show
stoppers, as well as an operating consultant.
If the merger is successful, a relocation may well be
necessary in order to gain some of the advantages of critical mass. At the time
of valuation, an outline of the scope and cost of a relocation should be completed,
with an analysis of problems and location options.
Yes, you can try to do it yourself; just
be sure the ones you delegate have the time and the ability. But your reaction
time may be short and, as with most complex issues experience is valuable. A
consultant can operate more confidentially in potential merger, at the time
when confidentiality is most useful, before an acquirer takes a public stand. A
consultant can objectively help to zero in on the most appropriate solutions
for the unique circumstances, timetable and budget.
Logistics
The facility / equipment /
process evaluation would generally include the following elements.
1. Understand the acquirer's
strategy and objectives, and the scope of the project. Understand the strategy
for integration of facilities, and of manufacturing and support groups as it
affects the prospect.
2. Visit facilities of the
acquirer which are similar to those to be acquired. Understand any unique
factors to look for, and possible synergies.
3. Visit the facilities to be
acquired. Quantify the actual facility, equipment, and process situations.
4. Evaluate the information
gathered.
5. Report physical conditions
particularly as they affect the intended use of the facility and process.
Determine options available and make recommendations accordingly.
6. At the end of the assignment formal records of
observations, calculations, assumptions, and conclusions should be turned over
to the investors. In the case of a successful acquisition, these notes will be
quite useful to the investors to document the assumptions, starting points and
objectives, and to the acquiring entity to implement an effective transition
and integration.
Thanks for your time; perhaps this will help your valuation.
Jack Greene Jackson Productivity Research Inc.
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About the Author: Jack Greene RSS for Jack's articles - Visit Jack's website Jack Greene is president of Jackson Productivity Research Inc. He writes of practical actions to control and reduce costs through time study; plant and facility layout and design; balance workloads; optimize capacity and utilization; improve productivity; manage constraints; merge and consolidate facilities; cost-justify facility relocation. Mr. Greene's articles demonstrate how principles of industrial engineering and productivity achieve results, and reflect consulting assignments with Fortune 250 companies, and much smaller ones, in industry, construction, government, service, and hotels. Jack Greene is the author of books on Amazon in print and Kindle editions; please search by title. Plant Design, Facility Layout, Floor Planning Cost Reduction How to Survive, Recover, and Thrive, Time and Motion Study What, Why, and How-To Facility Relocation, Merger and Design A client will expect certain results from a consultant, and these articles outline what may be expected from JPR because they reflect our experience, business approach and services. We offer hands-on consultancy, to lead or participate in activity; or if you choose we can train your resources to perform the work in-house. Jackson Productivity Research Inc., at http://jacksonproductivity.com, welcomes inquiry about practical actions to accomplish your organization's objectives and scope, within your timetable and budget. Please email jack@jacksonproductivity.com
Click here to visit Jack's website Cost Control in this Economy Does your international company consider an expansion into the US Just the facts maam Do you want results or a process Differentiate the tools and the objectives Workload not too low or too high but just right |
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